Proposals of Pihlajalinna Plc’s Shareholders’ Nomination Board to the 2022 Annual General Meeting
Pihlajalinna Plc Stock exchange release 28 January 2022 at 9.30 a.m.
Proposals of Pihlajalinna Plc’s Shareholders’ Nomination Board to the 2022 Annual General Meeting
The Pihlajalinna Shareholders’ Nomination Board has submitted its proposals to the Company’s Board of Directors, to be presented to the 2022 Annual General Meeting.
Board of Directors – composition and number of members
The Nomination Board proposes to the General Meeting of Pihlajalinna Plc, which is to be held on 13 April 2022, that the number of Board members should be confirmed to be seven instead of the current six.
The Nomination Board proposes that of the current Board members, Hannu Juvonen, Mika Manninen, Leena Niemistö, Kati Sulin, Seija Turunen and Mikko Wirén, be elected for the new term. The Nomination Board proposes that Heli Iisakka is elected as a new Board member.
Heli Iisakka (b. 1968, M.Sc. Econ) is CFO at Colliers Finland Oy. Heli Iisakka’s resume is attached to this release. Iisakka is independent of the company and its significant shareholders.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders’ Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that in Pihlajalinna, in line with a good Nordic governance model, the Shareholders’ Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competence, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.
The current members’ duties and positions of trust are available on the company’s investor site at investors.pihlajalinna.fi/corporate-governance/board-of-directors.
The Nomination Board proposes that the General Meeting elect Mikko Wirén as the Chairman of the Board and Leena Niemistö as the Vice-Chairman.
The Shareholders’ Nomination Board proposes that, due to the ongoing significant changes in health care and social services as well as the intense strategic development within the company, the task of Chairman of the Board of Directors continues as a full-time task for the upcoming term of office. The Nomination Board’s shared will is that after this term, the full-time nature of the Chairman’s task is renounced.
Remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration of the Chairman of the Board be kept unchanged, and that the remuneration of the Vice-Chairman, the Chairman of the Audits Committee and the members of the Board of Directors are raised, and that the following annual remuneration be paid to the members of the Board of Directors to be elected at the General Meeting for the term of office ending at the close of the Annual General Meeting 2023: to the Chairman of the Board of Directors EUR 250,000, to the Vice-Chairman and the Chairman of the Audits Committee EUR 39,000, and to the other members of the Board of Directors EUR 26,000.
The proposal is that the annual remuneration to be paid in company shares and money so that about 40 % of the remuneration is used to procure company shares on the behalf of the members and the remaining share of the remuneration is paid in money. The remuneration can be paid either entirely or partially in money, if the member of the Board of Directors has on the day of the General Meeting, 13 April 2022, been in possession of over EUR 1,000,000 worth of company shares. The Company will pay any costs and transfer tax related to the purchase of the Company shares. The remuneration to be paid in shares can be paid by transferring company shares in possession of the Company to the members of the Board of Directors or by procuring shares directly on the behalf of the Board members within three weeks after the interim report for the period of 1 January–31 March 2022 has been published. If this is not possible, due to legal or other regulatory reasons, such as insider regulations, the shares will be transferred or procured at the first available time after this or, alternatively, the remuneration is paid in money. If the term of a member of the Board of directors terminates before the Annual General Meeting of 2023, the Board has right to decide upon potential reclaim of the annual remunerations as it deems appropriate.
The Nomination Board proposes that each Board member shall be paid a meeting fee of EUR 500 for each Board and Committee meeting. In addition, reasonable travelling expenses would be paid according to the Company travel rules.
The proposals above are also included in the notice of the General Meeting, which is to be published later.
The Pihlajalinna Shareholders’ Nomination Board consists of the Chairman Juha Koponen (LähiTapiola Group), Mikko Wirén (MWW Yhtiö Oy), Antti Kuljukka (Fennia Mutual Insurance Company) and Hanna Hiidenpalo (Elo Mutual Insurance Company).
Further information:
Requests for contacts through Pihlajalinna’s communications:
Communications officer Juuso Kauppinen, tel. +358 40 736 5138 or juuso.kauppinen@pihlajalinna.fi
Distribution:
Nasdaq Helsinki
Major media
investors.pihlajalinna.fi
Pihlajalinna in brief
20-year-old Pihlajalinna is one of the leading private social and health care services providers in Finland. Pihlajalinna’s almost 6000 professionals provide services in over 140 locations across Finland. Extensive digital services complement our service network. We provide services to private individuals, companies and public sector entities, such as municipalities and hospital districts. Pihlajalinna is under Finnish ownership, and we pay all our taxes in Finland. For more information: www.pihlajalinna.fi