Proposal by the Nomination Committee of Alma Media’s Shareholders for the composition and remuneration of the Board of Directors
of Alma Media Corporation
Alma Media Corporation Stock Exchange Release 22 January 2016 at 1:50 pm (EET)
PROPOSAL BY THE NOMINATION COMMITTEE OF ALMA MEDIA’S SHAREHOLDERS FOR THE COMPOSITION AND REMUNERATION OF THE BOARD OF DIRECTORS OF ALMA MEDIA CORPORATION
The General Meeting of Shareholders of Alma Media Corporation, held on 17 March 2015, decided, on proposal of the Board of Directors of Alma Media Corporation, to set up the Nomination Committee composed of Alma Media’s Shareholders. The Nomination Committee’s duties include preparing proposals related to the election and remuneration of the member of the Board of Directors to the Annual General Meeting.
The Nomination Committee was set up on 3 November 2015. Based on the ownership situation on 30 September, the following representatives of the four largest shareholders were be appointed to members of the Nomination Committee: Timo Aukia, Chairman of the Board of Directors, Ilkka Group; Niklas Herlin, Chairman of the Board of Directors, Mariatorp; Carita Antell, Member of the Board of Directors, Kaleva; and Timo Sallinen, Head of Listed Securities, Varma Mutual Pension Insurance Company. In addition, the Chairman of the Board of Directors of Alma Media Corporation, Harri Suutari, has acted as an expert member in the Nomination Committee. The Nomination Committee elected Timo Aukia as its Chair, and as Secretary, General Counsel Mikko Korttila.
Proposals by the Nomination Committee
The Nomination Committee has submitted their proposals to Alma Media’s Board of Directors, to be presented to the Annual General Meeting of 2016.
The number of members and composition of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting of Alma Media Corporation, scheduled to be held on 17 March 2016, that the number of the members of the Board be confirmed to be seven.
Of the current Board Members, Perttu Rinta and Erkki Solja have announced that they will be unavailable as members of the Board of Alma Media Corporation.
The Nomination Committee proposes that the current Board members be re-elected for the new term of office, extending until the end of the subsequent Annual General Meeting: Niklas Herlin, Esa Lager, Petri Niemisvirta, Catharina Stackelberg-Hammarén and Harri Suutari. The Committee also proposes that Matti Korkiatupa, Managing Director Ilkka Yhtymä Oyj, and Mitti Storckovius, Head of Business Analytics in Devices Marketing at Microsoft to be elected as new Board members for the same term of office.
Matti Korkiatupa (b. in 1955, agronomist) has acted as Managing Director of Ilkka Yhtymä Oyj since 1999. Korkiatupa is a Member of the Board of Arena Partners Ltd, Alma Mediapartners Ltd, Lännen Media Oy, and the Finnish Newspapers Association.
Mitti Storckovius (b. in 1971, Master of Political Sciences, MBA) held positions at Nokia Ltd between 2004–2014, and since 2014 assumed responsibility for the planning of Microsoft’s phone business and marketing analytics.
All proposed members of the Board of Directors have given their permission for their election. Current members' personal information and information on their positions of trust can be found on the company website at http://www.almamedia.fi/en/investors/governance/board-of-directors.
Shareholders representing more than half of Alma Media shares and voting rights have notified that they support the Nomination Committee's proposal.
Proposal for the remuneration of the Board of Directors
The Nomination Committee proposes that the remuneration of the Board of Directors be raised, as it has remained unchanged since 2011, and that the following annual fees be paid to the members of the Board of Directors to be elected at the Annual General Meeting for the term of office ending at the close of the Annual General Meeting of 2017: to the Chair of the Board of Directors, 40,000 (previously, 33,000) euros per year; to the Vice Chair, 32,000 (previously, 27,000) euros per year, and to the members, 27,000 (previously, 22,000) euros per year.
The Chair of the Board of Directors, as well as the Chairs of the various Committees, will also be paid 1,000 euros; to the Vice Chairs, 700 euros; and to the members, 500 euros for those meetings of the Board or the Committees which they attend, in accordance with the decision taken at the 2015 Annual General Meeting. Travel expenses of the members of the Board are proposed to be compensated in accordance with Alma Media’s travel regulations.
In accordance with a decision of the Annual General Meeting, Board members acquire a number of Alma Media Corporation shares in the regulated market, at a price determined by the Helsinki Stock Exchange, corresponding to approximately 40 per cent of the full amount of the annual remuneration for Board members, taking into account tax withheld in advance. Members of the Board are obligated to arrange the acquisition of the shares within two weeks of the release of the first quarter 2016 interim report or, if this is not possible because of insider trading regulations, at the earliest possible time thereafter. If it was not possible to acquire the shares by the end of 2016 for a reason such as pending insider transactions, the remuneration shall be paid in cash. Shares thus acquired may not be transferred until the recipient’s membership in the Board has ended. The company is liable to pay any asset transfer taxes potentially ensuing from the acquisition of shares.
The above-mentioned proposals will also be included in the summons to the Annual General Meeting, to be published later.
For more information, please contact:
Timo Aukia on +358 400 764 363, Chairman of the Nomination Committee
Alma Media Corporation
NASDAQ Helsinki, main media, www.almamedia.fi
Alma Media in brief
Alma Media is a media company focusing on digital services and publishing. In addition to news services, the company’s products provide useful information related to lifestyle, career and business development. The services of Alma Media have expanded from Finland to the Nordic countries, the Baltics and Central Europe. In 2014, the company employed an average of 1,830 professionals (excluding deliverers), of whom approximately one quarter worked outside Finland. Alma Media’s revenue in 2014 totalled approximately EUR 295 million. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com.