Exel Composites' Shareholders' Nomination Board's proposal for composition and remuneration of the Board of Directors
EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 29 JANUARY 2018 at 11:30 EET
Composition of the Board of Directors
The Shareholders' Nomination Board elected by the Annual General Meeting of Exel Composites Plc proposes to the Annual General Meeting to be held on 22 March 2018 that Mr Petri Helsky, Mr Kai Kauto, Mr Reima Kerttula, Ms Helena Nordman-Knutson and Mr Jouko Peussa be re-elected as members of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2019.
The Nomination Board further proposes Mr Reima Kerttula to be elected as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2019.
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 to the Annual General Meeting of 22 March 2018 that the annual remuneration for the Board members shall be as follows:
- Chairman: Annual remuneration of EUR 41,000 (previous year EUR 41,000) 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 19,000 (previous year EUR 19,000) and additionally EUR 1,000 (1,000) for attendance at Board and committee meetings and other similar all-day Board assignments.
- 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 26 March - 13 April 2018 from the stock exchange market in amounts corresponding to EUR 16,400 for the Chairman and EUR 7,600 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.
Charter of the Nomination Board
The Nomination Board proposes that the last paragraph of chapter 2. of the charter of the Nomination Board shall be amended so that any necessary expenses that are required for the Nomination Board's work will be reimbursed by the company.
The composition of the Nomination Board, which has prepared the proposal for the Annual General Meeting 2018 was the following:
- Mr Kalle Saariaho, OP Fund Management Company, as Chairman of the Nomination Board
- Mrs Malin Björkmo, Handelsbanken Fonder
- Mr Claes Murander, Lannebo Fonder
- Mr Magnus Skåninger, Swedbank Robur Fonder
- Mr Reima Kerttula, Chairman of the Board of Directors, as expert member
Vantaa, 29 January 2018
Exel Composites Plc
Riku Kytömäki, President & CEO
For further information, please contact:
Riku Kytömäki, President and CEO
tel. +358 50 511 8288
Mikko Kettunen, CFO
tel. +358 50 347 7462
Nasdaq Helsinki Ltd
Main news media
Exel Composites in brief
Exel Composites (www.exelcomposites.com) is a leading composite technology company that designs, manufactures and markets composite products and solutions for demanding applications. Exel Composites provides superior customer experience through continuous innovation, world-class operations and long-term partnerships.
The core of the operations is based on own, internally developed composite technology, product range based on it and strong market position in selected segments with a strong quality and brand image. Profitable growth is pursued by a relentless search for new applications and development in co-operation with customers. The employees' expertise and high level of technology play a major role in Exel Composites’ operations. Exel Composites Plc share is listed in Nasdaq Helsinki Ltd.