The proposals of the Pihlajalinna shareholders’ Nomination Board to the 2021 Annual General Meeting
Pihlajalinna Plc Stock exchange release 29 January 2021 at 9.50 a.m.
The proposals of the Pihlajalinna shareholders’ Nomination Board to the 2021 Annual General Meeting
The Pihlajalinna shareholders’ Nomination Board has submitted its proposals to the Company’s Board of Directors, to be presented to the 2021 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 15 April 2021, that the number of Board members should be confirmed to be six instead of the current seven.
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.
Of the current members, Matti Jaakola will no longer be a member of the Board.
The current members’ personal details and positions of trust are available on the company’s investor site investors.pihlajalinna.fi/corporate-governance/board-of-directors.
The Nomination Board also proposes that the General Meeting elect Mikko Wirén as the Chairman of the Board and Leena Niemistö as the Vice-Chairman.
Remuneration of the members of the Board of Directors
The shareholders’ Nomination Board proposes that the remuneration of the Board of Directors be kept unchanged, except for the remuneration of the Chairman of the Audits Committee, 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 2022: to the full-time Chairman of the Board of Directors EUR 250,000 per year, to the Vice-Chairman and the Chairman of the Audits Committee EUR 36,000 per year, and to the other members of the Board of Directors EUR 24,000 per year.
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, 15 April 2021, been is possession of over EUR 1,000,000 worth of company shares. The company is responsible for the expenses and transfer tax caused by the procurement of the 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 2021 has been published. If this is not, due to legal or other regulatory reasons, such as insider regulations, possible at the first available time after this, the alternative is to pay the remuneration in money. If the term of a Board member ends before the actual General Meeting of 2022, the Board is entitled to decide on the possible recovery of the remuneration in a manner it deems appropriate.
In addition, the Nomination Board proposes that each Board member be paid a meeting remuneration of EUR 500 for each Board and Committee meeting. In addition, reasonable travelling expenses would be reimbursed according to the Company travel rules.
The proposals above are also included in the General Meeting invitation, 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 (Keskinäinen Vakuutusyhtiö Fennia) and Hanna Hiidenpalo (Keskinäinen Työeläkevakuutusyhtiö Elo).
Further information:
Requests for contacts through Pihlajalinna’s communications:
Communications manager Taina Lehtomäki, tel. +358 50 451 3678 or taina.lehtomaki@pihlajalinna.fi
Distribution:
Nasdaq Helsinki
Major media
investors.pihlajalinna.fi
Pihlajalinna in brief
Pihlajalinna is one of the leading private social and healthcare services providers in Finland. The company serves private individuals, businesses, insurance companies and public sector entities, such as municipalities and joint municipal authorities. Pihlajalinna provides general practitioner services, specialised care, emergency and on-call services, a wide range of surgical services, occupational healthcare, dental care and wellbeing services. In addition, the company offers innovative social and healthcare service provision models to public sector entities.