Ahlstrom-Munksjö Oyj: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2018
AHLSTROM-MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE January 29, 2018 at 14:30 CEST
The Shareholders’ Nomination Board of Ahlstrom-Munksjö Oyj comprises representatives of the three largest shareholders of the company and, in addition, the Chairman of the Board of Directors and a person nominated by the company's Board of Directors, as expert members. The Chairman of the Board, Hans Sohlström, has refrained from participating in the work of the Nomination Board since his appointment on December 21, 2017 as President and CEO of Ahlstrom-Munksjö Oyj, effective as of June 30, 2018, at the latest.
The Nomination Board has today submitted the following proposals to the Annual General Meeting 2018. The notice to convene the Annual General Meeting will be published later on by the Board of Directors.
Resolution on the remuneration of the members of the Board of Directors and the Shareholders’ Nomination Board
The Shareholders’ Nomination Board (Nomination Board) proposes that the annual remuneration of the Board of Directors, Board Committees and Nomination Board is as follows:
The Chairman of the Board shall receive EUR 100,000 a year, the Vice Chairman EUR 80,000 and the ordinary members EUR 60,000 each.
The Chairman of the Audit Committee shall annually receive EUR 12,000 and the ordinary members of the committee EUR 6,000 each.
The Chairman of the Human Resources Committee shall annually receive EUR 8,000 and the ordinary members EUR 4,000 each.
The Chairman of the Shareholders’ Nomination Board shall annually receive EUR 8,000 and the ordinary members EUR 4,000 each.
Travel expenses are proposed to be reimbursed in accordance with the company's travel policy.
The Nomination Board further proposes that each of the members of the Board of Directors shall have the right to abstain from receiving remuneration.
Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that the number of members of the Board of Directors be eight (8).
Election of members of the Board of Directors
The Nomination Board proposes that Peter Seligson, Elisabet Salander Björklund, Alexander Ehrnrooth, Johannes Gullichsen, Hannele Jakosuo-Jansson, Harri-Pekka Kaukonen, and Pernilla Walfridsson are to be re-elected.
Ms. Valerie A. Mars is proposed to be elected new member of the Board.
Due to his appointment as President and CEO of the company (effective 30 June 2018, at the latest), Hans Sohlström is not available for re-election.
The Nomination Board recommends that Peter Seligson is elected Chairman of the Board of Directors and Elisabet Salander Björklund is elected Vice Chairman of the Board of Directors.
Ms. Valerie A. Mars (b. 1959), US Citizen, BA, Yale University, MBA, Columbia Business School, is currently Senior Vice President & Head of Corporate Development for Mars, Incorporated. Previously, Ms. Mars held several positions within the Mars Group including Director of Corporate Development for Masterfoods Europe and General Manager of Masterfoods Czech and Slovak Republics. Prior to joining Mars, Incorporated, Ms. Mars was a controller with Whitman Heffernan Rhein, a boutique investment company. She began her career with Manufacturers Hanover Trust Company as a training program participant and rose to Assistant Secretary. Ms. Mars has served on the Board of Celebrity Inc. a NASDAQ listed company from 1994 to September 2000. She has served on the Mars, Incorporated, Audit Committee and Remuneration Committee and is a member of the Board of Fiat Chrysler Automobiles N.V. and Royal Canin. Additionally, Ms. Mars is a member of the Rabobank North America Advisory Board.
Ms. Mars is independent of the company and its significant shareholders.
The members of the Board of Directors are elected for the period ending at the close of the next Annual General Meeting. All the nominees are considered independent of the company and of the significant shareholders of the company, except for Alexander Ehrnrooth who is not independent of a significant shareholder of the company. Alexander Ehrnrooth is not independent of the company’s significant shareholder Viknum AB, in the parent company of which, Virala Corporation, he is the President and CEO and a member of the Board of Directors.
The nominees have given their consent to the election.
CVs of the proposed members of the Board of Directors are available at www.ahlstrom-munksjo.com/agm2018.
The Nomination Board of Ahlstrom-Munksjö Oyj
- Thomas Ahlström (Chairman; Ahlström Capital Oy)
- Alexander Ehrnrooth (Viknum AB)
- Mikko Mursula (Ilmarinen Mutual Pension Insurance Company)
- Hans Sohlström (Chairman of Ahlstrom-Munksjö Oyj’s Board.)
- Peter Seligson (Vice Chairman of Ahlstrom-Munksjö Oyj’s Board)
For further information, please contact:
Chairman of the Nomination Board of Ahlstrom-Munksjö Oyj
Tel. +358 50 550 2330
Investor and Media Relations Manager
Tel. +358 10 888 4731
Ahlstrom-Munksjö in brief
Ahlstrom-Munksjö is a global leader in fiber-based materials, supplying innovative and sustainable solutions to customers worldwide. Our offerings include decor paper, filter media, release liners, abrasive backings, nonwovens, electrotechnical paper, glass fiber materials, food packaging and labeling, tape, medical fiber materials and solutions for diagnostics. Combined annual net sales are about EUR 2.15 billion and we employ 6,000 people. The Ahlstrom-Munksjö share is listed on the Nasdaq Helsinki and Stockholm. The company was formed on April 1, 2017 through the merger of Ahlstrom Corporation and Munksjö Oyj. Read more at www.ahlstrom-munksjo.com.