Nomination Board

Componenta has a Shareholders’ Nomination Board. The Nomination Board – composed of shareholders or the shareholders’ representatives – is tasked with preparing and making proposals on Board members and the remuneration of Board members to the next Annual General Meeting.

The Nomination Board is convened annually by requesting the three biggest shareholders as per 31 August to nominate one member to the Nomination Board. In addition, the Chairman of the Board of Directors serves as the Nomination Board’s expert member.

The members of the Nomination Board elect the Board’s Chairman from among themselves. The first meeting of the Nomination Board is convened by the Chairman of the Company’s Board of Directors, after which the meetings are convened by the Chairman of the Nomination Board. The Board serves as the comittee composed of shareholders’ representatives as referred to in the Finnish Corporate Governance Code; this is not considered a departure from the Corporate Governance Code.

The Nomination Board gives its proposal to the General Meeting no later by the end of January preceding the Annual General Meeting. The Nomination Board ensures that the proposal is presented at the General Meeting.

The Nomination Board has a written charter, the contents of which it reviews annually. Any changes proposed to the charter are presented to the Annual General Meeting.

The Nomination Board is charged with:

• determining the principles applicable to the diversity of the Board of Directors;
• drawing up a report on the realisation of representation by both genders on the Board of Directors and on the measures aiming to achieve the objective and the progress made with regard to its achievement;
• preparing and presenting the proposal on the number of Board members to the General Meeting;
• preparing and presenting the proposal on the Board members to the General Meeting;
• preparing and presenting the proposal on the remuneration of Board members to the General Meeting;
• identifying potential successors for Board members.

Composition of the Nomination Board

Componenta announced on 10 September 2019 that the following largest shareholders of Componenta, according to the shareholder register on 31 August 2019, have nominated one member to the Componenta’s Shareholders’ Nomination Board:

• Harri Suutari, Chairman of the Board of Componenta Corporation, representing shareholder Etra Capital Oy and acting as an expert member of the Nomination Board
• Timo Sallinen; Senior Vice-President, Investments; representing shareholder Varma Mutual Pension Insurance Company
• Hanna Hiidenpalo; Director, Chief Investment Officer; representing shareholder Elo Mutual Pension Insurance Company