Exel Composites' Shareholders' Nomination Board's proposal to the Annual General Meeting
EXEL COMPOSITES PLC – – – STOCK EXCHANGE RELEASE – – – 19 JANUARY 2021 at 14:30 EET
Exel Composites Plc’s Shareholders' Nomination Board presents the following proposals to the Annual General Meeting to be held on 23 March 2021:
Number of members and composition of the Board of Directors
The Nomination Board proposes that the number of members of the Board of Directors shall be confirmed to be five (5) and that Petri Helsky, Reima Kerttula, Helena Nordman-Knutson, Jouko Peussa and Kirsi Sormunen be re-elected as members of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2022.
The Nomination Board further proposes Reima Kerttula to be re-elected as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2022.
All nominees are independent of the Company and its major shareholders, and have given their consent for the election.
Remuneration of the Board of Directors
The Nomination Board proposes that the annual remuneration for the Board members shall be as follows:
- Chairman: Annual remuneration of EUR 43,000 (previous year EUR 43,000) and additionally EUR 1,500 (1,500) for attendance at Board and committee meetings and other similar all-day Board assignments.
- Board member: Annual remuneration of EUR 20,000 (20,000) and additionally EUR 1,000 (1,000) for attendance at Board and committee meetings and other similar all-day Board assignments. For committee meetings, the meeting fee for the committee chairman shall be EUR 1,500.
- Travel expenses and other out-of-pocket expenses due to Board work shall be compensated in accordance with the Company’s established practice and travel rules.
Out of the yearly remuneration 60% would be paid in cash and 40% in Exel Composites Plc shares, which would be acquired directly for and on behalf of the members of the Board of Directors during 24 March - 14 April 2021 from the stock exchange market in amounts corresponding to EUR 17,200 for the Chairman and EUR 8,000 for each of the other members. The annual remuneration shall encompass the full term of office of the Board of Directors. If the required amount of shares cannot be acquired during the specified period in accordance with applicable rules and regulations, the part of yearly remuneration to be paid in shares which could not be acquired can be paid in cash. Should the term of any member of the Board of Directors come to an end for whatever reason before the next Annual General Meeting, such member of the Board of Directors will have to return to the Company the remuneration or equivalent amount in cash already received but not yet earned at that point in time.
The Nomination Board’s proposals will be included in the notice to convene the Annual General Meeting to be published at a later date.
Composition of the Shareholders’ Nomination Board
The composition of the Nomination Board preparing the proposal for the Annual General Meeting 2021 was the following:
- Malin Björkmo, Handelsbanken Fonder
- Kalle Saariaho, OP Fund Management Company, as Chairman of the Nomination Board
- Olli Viitikko, Taaleri
- Caroline Sjösten, Swedbank Robur Fonder
- Reima Kerttula, Chairman of the Board of Directors, as expert member
Vantaa, 19 January 2021