The Nomination Board established by Metso's Annual General Meeting proposes to the next Annual General Meeting, which is planned to be held on March 29, 2012, that the number of Board of Directors members is seven.
Proposal on the composition of Board of Directors
The Nomination Board proposes to the Annual General Meeting that Jukka Viinanen, Mikael von Frenckell, Christer Gardell, Ozey K. Horton, Jr., Erkki Pehu-Lehtonen and Pia Rudengren would be re-elected of the present members of the Board of Directors. In addition, it is proposed to elect Eeva Sipilä as a new member of the Board of Directors. It is proposed to elect Jukka Viinanen as Chairman of the Board of Directors and Mikael von Frenckell as Vice-Chairman of the Board of Directors.
Ms. Eeva Sipilä, M.Sc. (Econ), CEFA, b. 1973, has served as Chief Financial Officer (CFO) of Cargotec Corporation since 2008. She is a Board member of Basware Corporation since 2010. Eeva Sipilä has worked for Cargotec since 2005, prior to her current role she was Senior Vice President, Investor Relations and Communications during 2005-2008. During 2002-2005 she worked for Metso Corporation as Vice President, Investor Relations. Before Metso, Eeva Sipilä worked as an equity analyst at Mandatum Stockbrokers, Sampo-Leonia and Leonia Bank during 1999-2002. During 1997-1998 she worked as an associate consultant at Arkwright AB in Sweden.
Proposal on Board of Directors’ remuneration
The Nomination Board proposes to the Annual General Meeting that the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting of 2013 would be paid the following annual remuneration: to the Chairman of the Board of Directors EUR 100,000; to the Vice-Chairman of the Board of Directors and the Chairman of the Audit Committee EUR 60,000; and to the other members of the Board of Directors EUR 48,000 each. The Nomination Board furthermore proposes that for each meeting of the Board of Directors or the committees of the Board of Directors a fee of EUR 700 would be paid to the members of the Board that reside in the Nordic countries, a fee of EUR 1,400 would be paid to the members of the Board that reside in other European countries and a fee of EUR 2,800 would be paid to the members of the Board that reside outside Europe. The Nomination Board proposes that as a condition for the annual remuneration the members of the Board of Directors are obliged, directly based on the General Meeting’s decision, to use 40% of the fixed annual remuneration for purchasing Metso Corporation shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of the interim review for the period 1 January 2012 to 31 March 2012.
Metso’s Board of Directors will include these proposals into the notice of the Annual General Meeting, which will be published later.
Personnel participation
The Nomination Board notes that a personnel representative will participate as an external expert in the Metso Board meetings also in the next Board term within the limitations imposed by the Finnish law. The new Board of Directors will invite the personnel representative as its external expert in its organizing meeting after the Annual General Meeting.
The Nomination Board
Kari Järvinen (Managing director, Solidium Oy) acted as the Chairman of the Nomination Board established by Metso's Annual General Meeting. The members the Nomination Board were Lars Förberg (Managing Partner, Cevian Capital), Harri Sailas (President and CEO, Ilmarinen Mutual Pension Insurance Company) and Matti Vuoria (President and CEO, Varma Mutual Pension Insurance Company). The Chairman of Metso Corporation’s Board of Directors, Jukka Viinanen, served as the Nomination Board's expert member.