Shareholders’ Nomination Board

The main purpose of the Shareholders’ Nomination Board is to ensure that the Board and its members represent a sufficient level of expertise, knowledge and competence for the needs of the company and have the possibility to devote sufficient amount of time to attending their duties as members of the Board. The Nomination Board shall pay attention to achieving a good and balanced gender distribution and diversity balance on the Board considering the competence of the Board as a whole. The Nomination Board shall in its work consider the diversity principles of the company. The main points of the Charter of the Shareholders’ Nomination Board:

Nomination and Composition of the Nomination Board

The Shareholders’ Nomination Board consists of persons appointed by the three largest shareholders of the company who (i) represent the largest number of votes out of all shares in the company on 30 May each year (the “Assessment Day”) as determined on the basis of the shareholder register of the company maintained by Euroclear Finland Oy; and (ii) wish to nominate a member to the Nomination Board. The Extraordinary General Meeting held on 13 December 2021 resolved that a temporary deviation is made from the Charter of the Shareholders’ Nomination Board to the effect that, for the purposes of the next Annual General Meeting following the effective date of the merger (i.e. 31 December 2021), the members of the Nomination Board will be based on the three (3) largest shareholders in Purmo Group Plc on the tenth business day following the effective date.

The Chairman of the Board acts as an expert member in the Nomination Board. It is the duty of the Chairman of the Board to ask each of the three largest shareholders to nominate one member to the Nomination Board. The Nomination Board is established for preparing, annually and otherwise when appropriate, proposals concerning the election and the remuneration of the members of the Board, including the Chairman and the Vice Chairman of the Board, to the following Annual General Meeting.

Duties of the Nomination Board

The Nomination Board shall have the power and authority to perform the following duties and to fulfil the following responsibilities:
• preparing and presenting a proposal to the General Meeting of Shareholders concerning the number of the members of the Board within the limits of the Articles of Association;
• preparing and presenting to the General Meeting of Shareholders, in consideration of the Company’s diversity principles, a proposal concerning the members of the Board and the Chairman and the Vice Chairman of the Board;
• preparing and presenting proposals to the General Meeting of Shareholders concerning the remuneration of the members of the Board and any Board committees in accordance with the remuneration policy of the Company’s governing bodies; and
• to seek for prospective successors for the members of the Board.

Proposals and Reporting

The Nomination Board shall submit its proposals to the Board at the latest on 31 January each year. Should a matter that is to be prepared by the Nomination Board come up for decision-making at an Extraordinary General Meeting of Shareholders, the Nomination Board shall submit its Proposal to the Board in sufficient time for it to be included in the notice to the General Meeting of Shareholders.
The Chairman of the Nomination Board shall present the proposals at the General Meeting of Shareholders. Information on the Nomination Board’s election process, composition and operations as well as the proposals shall be published on the company’s website and in the company’s Corporate Governance Statement.

Remuneration

The members of the Nomination Board shall not be entitled to remuneration from the company on the basis of their membership unless otherwise decided by the General Meeting of Shareholders. All reasonable costs and expenses related to the Nomination Board shall be borne by the company.

Current members of the Shareholders’ Nomination Board

• Matts Rosenberg, Chairman of the Nomination Board
• Alexander Ehrnrooth
• Sebastian Burmeister

Tomas von Rettig, Chairman of the Company’s Board of Directors, acts as an expert member in the Nomination Board.

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