Valmet Proposes New Board Composition and Remuneration Plan

Valmet's Nomination Board Proposes New Board Structure

Valmet Oyj's shareholders' Nomination Board has laid out a proposal for the composition and remuneration of its Board of Directors for the upcoming Annual General Meeting. The meeting is anticipated to set the stage for crucial shifts in governance as the company prepares for future challenges and opportunities.

Proposed Composition of the Board of Directors

The Nomination Board suggests that seven members make up the Board of Directors, with the term concluding at the end of the 2026 Annual General Meeting. The candidates for re-election as Board members include Anu Hämäläinen, Pekka Kemppainen, Per Lindberg, Annareetta Lumme-Timonen, Monika Maurer, and Annika Paasikivi. Additionally, the Nomination Board is proposing Pekka Vauramo to take on the role of Chair of the Board and Per Lindberg as the new Vice-Chair.

Changes in Leadership Positions

Mikael Mäkinen, who has been a pivotal part of Valmet's Board since 2019 as Chair, alongside Vice-Chair Jaakko Eskola, has decided to step down from their positions. With fresh leadership coming into play, the company aims to bring new perspectives and drive innovation within the Board.

Independence of Board Members

In considering independence, it is noteworthy that all suggested Board members, aside from Annareetta Lumme-Timonen and Annika Paasikivi, are deemed independent of the company. This independence is vital for effective governance, enabling members to offer unbiased perspectives on matters affecting the company's future.

Nomination Board's Recommendations

The Nomination Board has recommended that shareholders provide a collective decision on the proposed Board composition during the upcoming Annual General Meeting. Such a measure aims to enhance the governance process and ensure that shareholders' views are thoroughly considered.

Proposed Remuneration for the Board of Directors

As part of its efforts to attract and retain top talent, the Nomination Board also proposed an increase in annual remuneration for Board members. The Chair's remuneration is suggested to rise to EUR 155,000, while the Vice-Chair would receive EUR 85,500. Regular Board members would earn EUR 68,000, reflecting a commitment to competitive compensation.

Additional Fees and Conditions

In addition to the annual remuneration, the Nomination Board proposes various fees related to committee roles. For example, members of the Audit Committee will earn a base fee of EUR 7,300, with the Chair receiving EUR 16,700. The aim is to ensure that Board participation is recognized and rewarded appropriately.

Future Commitments from Board Members

In a strategic move, the Nomination Board has also proposed that Board members commit to investing 40% of their fixed annual remuneration in Valmet shares. This shift aims to align the interests of Board members with those of shareholders, fostering a culture of ownership and accountability within the leadership.

Conclusion

In conclusion, these proposals represent not just a change in personnel but a strategic effort to drive Valmet forward in the evolving market landscape. With a focus on independence, competitive remuneration, and shareholder alignment, Valmet is positioning itself for sustainable growth and innovation.

Frequently Asked Questions

What are the key proposals from Valmet's Nomination Board?

The key proposals include the composition of the Board of Directors, the election of new members, and an increase in remuneration for Board positions.

Who are the proposed members for re-election?

The proposed members for re-election include Anu Hämäläinen, Pekka Kemppainen, Per Lindberg, Annareetta Lumme-Timonen, Monika Maurer, and Annika Paasikivi.

What changes are being made to Board remuneration?

The proposed annual remuneration for the Chair is EUR 155,000, while the Vice-Chair's remuneration would be EUR 85,500, reflecting a competitive strategy to attract top talent.

How does independence play a role in Board composition?

Independence is crucial for governance as it allows Board members to provide unbiased perspectives, enhancing the decision-making process.

What commitment are Board members making regarding share purchases?

Board members are proposed to commit to purchasing 40% of their annual remuneration in Valmet shares, aligning their interests with shareholders.

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