Outokumpu’s Annual General Meeting in 2012 resolved to establish a Shareholders’ Nomination Board to annually prepare proposals to the Annual General Meeting for the election, composition, and compensation of the members of the Board of Directors.
The Shareholders’ Nomination Board of Outokumpu is
responsible for preparing proposals to the General Meeting for the election and
remuneration of the members of the Board of Directors and ensuring that the Board of
Directors and its members embody a sufficient level of knowledge and experience for the
needs of the Company. In its work, the Nomination Board shall comply with the legislation
and the Finnish Corporate Governance Code in force, as well as the applicable Stock
Exchange rules and regulations. The Nomination Board Charter regulates the nomination
and composition of the Nomination Board as well as defines the tasks and duties of the
Nomination Board.
The Nomination Board consists of five members. Four of the members represent the
company’s four largest shareholders and the Chairman of the company’s Board of Directors
acts as the fifth member of the Nomination Board.
The representatives of the four largest shareholders of the company are annually appointed
to the Nomination Board. The largest shareholders of the company are determined on the
basis of the shareholders’ register of the Company maintained by Euroclear Finland Oy,
according to the ownership situation on the first business day of August each year. The
company’s shareholders’ register only consists of shareholders who are directly registered
in the Finnish book-entry system. Accordingly, to be eligible for membership in the
Nomination Board, a nominee-registered shareholder needs to register the respective
shareholding directly in the Finnish book-entry system for at least the said date.
In case a shareholder, who under the Finnish Securities Markets Act has an obligation to
announce changes in its shareholdings and to sum up its holdings together with the
holdings of certain other parties when doing so (flagging obligation), presents no later than
on July 31 a written request to that effect to the Chairman of the Company’s Board of
Directors, then the holdings of such shareholder and other parties shall be summed up for
the purposes of determining the holdings of the largest shareholders.
In case two or more shareholders own an equal number of shares and, as a consequence,
the four largest shareholders cannot be determined, the status of these shareholders
among the four largest shareholders shall be resolved by drawing lots.
The Chairman of the Board of Directors shall request the four largest shareholders of the
company each to nominate one member to the Nomination Board. Should a shareholder
wish not to use its nomination right, the right transfers to the next largest shareholder who
would otherwise not have a nomination right. The renunciation of the nomination right
cannot be revoked during the term of office of the Nomination Board.
The term of office of the members of the Nomination Board expires annually when a new
Nomination Board has been appointed. A shareholder may change its representative in the
Nomination Board mid-term, should there be a weighty cause for such a change.
Decisions of the Nomination Board shall be unanimous. If unanimity cannot be reached,
members of the Nomination Board shall present their own proposals to the Annual General
Meeting individually or jointly with other members of the Nomination Board.
Nomination Board 2024
Shareholders with the right to appoint representatives to the Nomination Board in 2024 were Solidium Oy, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company and the Social Insurance Institution of Finland. These shareholders nominated the following individuals as their representatives in the Nomination Board: Reima Rytsölä, CEO of Solidium Oy, Pekka Pajamo, CFO at Varma Mutual Pension Insurance Company, Jouko Pölönen, President and CEO of Ilmarinen Mutual Pension Insurance Company, and Outi Antila, Director General at The Social Insurance Institution of Finland. Reima Rytsölä was elected Chairman of the Nomination Board, and Kari Jordan, Chairman of the Outokumpu Board of Directors, served as the fifth member of the Nomination Board.
The Nomination Board convened five times, and the attendance rate was 96%. The Nomination Board has submitted its proposals regarding the Board composition and director compensation to Outokumpu’s Board of Directors, and the Board has incorporated these proposals into the notice convening the Outokumpu 2025 Annual General Meeting of Shareholders.