Purpose and duties of the Nomination Board
The Nomination Board prepares proposals regarding the composition of the Board and remuneration to its members for the Annual General Meetings.
Metso Oyj's Shareholders' Nomination Board is a body comprised of the representatives of the Company’s major shareholders elected in accordance with its Charter, and it is responsible for preparing proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
The Nomination Board must ensure that the Board of Directors represents a sufficient level of competence and expertise for the needs of the Company, and for this purpose to prepare proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting. The duties of the Nomination Board are set out in more detail in its Charter.
In its work, the Nomination Board must comply with all statutory and self-regulatory requirements, including the Finnish Corporate Governance Code and the stock exchange rules applicable to the Company.
Duties of the Nomination Board
The duties of the Nomination Board shall include:
- To prepare and present to the Annual General Meeting a proposal for the remuneration of the
members of the Board of Directors in accordance with the remuneration policy for governing bodies - To prepare and present to the Annual General Meeting a proposal for the number of the members
in the Board of Directors in accordance with the articles of association - To prepare and present to the Annual General Meeting a proposal for the nomination of the
members and the Chairman and the Vice Chairman of the Board of Directors - To seek successor candidates for the members of the Board of Directors
Composition of Metso’s Shareholders' Nomination Board
The largest shareholders of Metso, who nominated the members of the Shareholders’ Nomination Board in 2023, were determined based on the shareholders register of August 15, 2023.
Metso’s four largest registered shareholders were Solidium (14.9% of shares and votes), Cevian Capital Partners (7.8% of shares and votes), Varma Mutual Pension Insurance Company (2.9% of shares and votes) and Ilmarinen Mutual Pension Insurance Company (2.7% of shares and votes). These shareholders have nominated the following members to the Shareholders' Nomination Board:
- Annareetta Lumme-Timonen, Investment Director, Solidium
- Philip Ahlgren, Partner, Cevian Capital Partners Ltd
- Risto Murto, President & CEO, Varma
- Mikko Mursula, Deputy CEO, Investments, Ilmarinen
- Kari Stadigh, Chair of Metso's Board of Directors
The Shareholders’ Nomination Board provides its proposals relating to the composition of the Board and Board remuneration to the Metso Board of Directors annually on January 31, at the latest.