Shareholders' Nomination Board 

Appointment and composition 

The Nomination Board comprises the representatives nominated by the company’s three largest shareholders. The Chairperson of the company’s Board of Directors participates in the Nomination Board’s work as a specialist member without the right to participate in the decision-making of the Nomination Board.  

The right to nominate members to represent shareholders rests with three shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the first business day of September in the year preceding the Annual General Meeting and who hold the largest number of votes conferred by shares of the company according to the shareholder register. If two of these shareholders have the same number of shares and votes, and both shareholders’ nominated members cannot be appointed, the right to nominate shall be determined by lot.  

Purpose and Duties 

The primary purpose of the Nomination Board is to ensure that the Board of Directors and its members have sufficient expertise, competence and experience for the Company’s needs. 

Duties of the Nomination Board include: 

a. preparing and presenting a proposal to the General Meeting for the number of members of the Board of Directors; 

b. reviewing the Company’s remuneration policy for members of the Board of Directors; 

c. preparing and presenting a proposal to the General Meeting for the remuneration of members of the Board of Directors for their work both in the Board of Directors and its committees; 

d. preparing and presenting a proposal to the Annual General Meeting for the composition of the Board of Directors; 

e. monitoring the diversity principles of the Board of Directors; 

f. seeking potential successors for the members of the Board of Directors; and 

g. when necessary, preparing and presenting a proposal to the General Meeting regarding amendments to the charter, other than changes of purely technical nature. 

The Nomination Board shall prepare a proposal for the composition of the Board of Directors to the company’s Annual General Meeting and, if necessary, to the Extraordinary General Meeting.

Charter of the Shareholders’ Nomination Board (PDF)