Munksjö Oyj - Board Committees elected and Nomination Board appointed
Helsinki, Finland, 2013-06-25 10:30 CEST (GLOBE NEWSWIRE) --
MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE
The Board of Directors (Board) of Munksjö Oyj has
established an Audit Committee and a Remuneration Committee to assist the Board
in its operations. Further, the Board has elected Fredrik Cappelen as the
Deputy Chairman of the Board.
Audit Committee
The primary task of the Audit Committee is to
assist the Board in fulfilling its supervisory responsibilities and prepare
certain accounting and auditing matters to be handled by the Board. In
addition, the Audit Committee makes recommendations for the election and
removal of the external auditors and for their compensation and approves the
external auditors' audit plan based on the auditors' proposal. The Board
decided that the Audit Committee consists of the following three members:
Elisabet Salander Björklund (chairman), Jarkko Murtoaro and Sebastian
Bondestam.
Remuneration Committee
The Remuneration Committee's principal task is to
assist the Board in the efficient preparation and handling of the matters
pertaining to the appointment and dismissal of the CEO and other executives and
their remuneration. The Remuneration Committee is responsible for planning the
remuneration of the executive management and preparing the principles
underlying the remuneration of Munksjö's personnel. The Board decided that the
Remuneration Committee consists of the following three members: Peter Seligson
(chairman), Fredrik Cappelen and Hannele Jakosuo-Jansson.
Nomination Board
On 13 May, 2013 the shareholders unanimously
resolved to establish a Nomination Board for an indefinite period to prepare
proposals to the Annual General Meeting for the election and remuneration of
the members of the Board of Directors and the remuneration of the members of
the Board committees and the Nomination Board.
The Nomination Board comprises representatives of
the three largest shareholders of the Company and, in addition, of the Chairman
of the Board and a person nominated by the company's Board of Directors as
expert members. The right to nominate the shareholder representatives lies with
those three shareholders whose share of all the voting rights in the company is
on 31 May preceding the next Annual General Meeting the largest on the basis of
the shareholders' register of Munksjö held by Euroclear Finland.
Holdings by a group of shareholders, who have
agreed to nominate a joint representative to the Nomination Board, will be
summed up when calculating the share of all the voting rights, provided that
the shareholders in question present a joint written request to that effect
together with a copy of such an agreement to the Chairman of the Board no later
than on 30 May preceding the Annual General Meeting. Munksjö has been informed
that such an agreement has been made by the following five shareholders; Antti
Ahlström Perilliset Oy, Johan Gullichsen, Monica Koivulehto, Andreas Ahlström
and Carl Ahlström.
The Nomination Board has been appointed by the
following three shareholders: Munksjö Luxembourg Holding S.à r.l. (EQT),
Ilmarinen Mutual Pension Insurance Company and the group of five shareholders
together, as described above. These shareholders have appointed the following
three persons as their representatives in the Nomination Board: Caspar
Callerström (EQT), Timo Ritakallio (Ilmarinen Mutual Pension Insurance Company)
and Thomas Ahlström (Antti Ahlström Perilliset Oy and others). Ahlstrom
Corporation renounced its right to appoint a representative to the Nomination
Board due to which the nomination right transferred to the next largest
shareholder.
The Chairman of the Board Peter Seligson will act
as one expert member of the Nomination Board in addition to which the Board has
elected Fredrik Cappelen as a second expert member of the Nomination Board. The
Nomination Board has among its members elected Caspar Callerström as
Chairman.
Munksjö Oyj
Attachments:Board Committees elected and Shareholders Nomination Board appointed ENG 25062013.pdf