Kemira Oyj: proposals of the nomination board to the annual general meeting 2015
The Nomination Board proposes to the Annual General Meeting of Kemira Oyj that six members be elected to the Board of Directors and that the present members Wolfgang Büchele, Winnie Fok, Juha Laaksonen, Timo Lappalainen, Jari Paasikivi and Kerttu Tuomas be re-elected as members of the Board of Directors. In addition, the Nomination Board proposes Jari Paasikivi to be re-elected as the Chairman of the Board of Directors and Kerttu Tuomas to be re-elected as the Vice Chairman. All the nominees have given their consent to the position.
The Nomination Board proposes to the Annual General Meeting that the annual fees paid to the members of the Board of Directors would increase. The annual fee for the Chairman is proposed to be increased to EUR 80,000 from EUR 74,000 per year, for the Vice Chairman and the Chairman of the Audit Committee to EUR 49,000 from EUR 45,000 per year and for the other members to EUR 39,000 from EUR 36,000 per year. Annual fees have not been increased since 2011, except the annual fee for the Chairman of the Audit Committee which was increased in 2013. A fee payable for each meeting of the Board of Directors and the Board Committees is proposed to remain unchanged. A fee payable for each meeting would thus be as follows; members residing in Finland EUR 600, for the members residing in rest of Europe EUR 1,200 and for the members residing outside Europe EUR 2,400. Meeting fees have not been increased for the members of the Board of Directors residing in Finland since 2005, and for the members of the Board of Directors residing outside Finland since 2006. Travel expenses are proposed to be paid according to Kemira’s travel policy.
In addition, the Nomination Board proposes to the Annual General Meeting that the annual fee be paid as a combination of the company’s shares and cash in such a manner that 40% of the annual fee is paid with the company’s shares owned by the company or, if this is not possible, shares purchased from the market, and 60% is paid in cash. The shares will be transferred to the members of the Board of Directors and, if necessary, acquired directly on behalf of the members of the Board of Directors within two weeks from the release of Kemira’s interim report January 1 – March 31, 2015. The meeting fees are proposed to be paid in cash.
The Nomination Board has consisted of the following representatives: Pekka Paasikivi, Chairman of the Board of Oras Invest Oy as the Chairman of the Nomination Board; Kari Järvinen, Managing Director of Solidium Oy; Risto Murto, President and CEO, Varma Mutual Pension Insurance Company and Timo Ritakallio, Deputy CEO, Ilmarinen Mutual Pension Insurance Company as members of the Nomination Board and Jari Paasikivi, Chairman of Kemira’s Board of Directors as an expert member.