Ahlstrom Corporation STOCK EXCHANGE RELEASE January 28, 2016 at 08.45
Proposals by Ahlstrom's Nomination Board to the Annual General Meeting 2016
Ahlstrom's Shareholders' Nomination Board has made its proposal on the composition and remuneration of the Board of Directors of the company.
Number of Board Members
The Nomination Board proposes that the number of Board members be seven. The Board members are elected for the period ending at the close of the next Annual General Meeting.
Composition of the Board of Directors
The Nomination Board proposes that Alexander Ehrnrooth (b. 1974), Johannes Gullichsen (b. 1964) and Jan Inborr (b. 1948) be re-elected. Anders Moberg, Board member since 2009, Lori J. Cross, Board member since 2010, Markus Rauramo, Board member since 2014, and Panu Routila, Board member since 2014, have informed that they are no longer available for re-election. Therefore, it is proposed that Jan Johansson (b. 1954, Swedish citizen), Harri-Pekka Kaukonen (b. 1963, Finnish citizen), Hans Sohlström (b. 1964, Finnish citizen) and Riitta Viitala (b. 1959, Finnish citizen) be elected as new members of the Board.
Jan Johansson, Master of Laws, is a Board Member of Vinda International Holdings Ltd. He has been the President & CEO of Svenska Cellulosa Aktiebolaget SCA (publ.) in 2007-2015, and the President & CEO of Boliden AB in 2001-2007. Prior to this Johansson has held several executive positions at Swedish and international corporations.
Harri-Pekka Kaukonen, Ph.D., Computational material physics, M.Sc. (Eng., Technical Physics), has been the President and CEO of Sanoma Corporation in 2011-2015. During 2003-2011 he held various executive positions at Oy Karl Fazer Ab and was a partner at McKinsey & Company in 1999-2003.
Hans Sohlström, M.Sc. (Tech.), M.Sc. (Econ.), has been the President and CEO of Rettig Group since 2012. Prior to this he has held various executive and managerial positions at UPM-Kymmene Corporation during 1990-2012. On February 1, 2016, Sohlström will assume the position of President and CEO of Ahlström Capital Oy.
Riitta Viitala, PhD. (Econ), M.Sc. (Econ), is a professor of management studies at the University of Vaasa. Prior to this she has worked as a training manager at Chydenius Institute of the University of Jyväskylä, held education and development positions at the Central Ostrobothnia and Helia Universities of Applied Science, and was a personnel development manager at Finnish Postal Service and an administration manager at Tapio Laakso Oy. Viitala is a Board member of Ilkka-Yhtymä Oyj and I-Mediat Oy.
All nominees are considered independent of the company. All nominees are also independent of the significant shareholders of the company, except for:
- Alexander Ehrnrooth, who is the President & CEO and member of the Board of Vimpu Intressenter Ab.
- Hans Sohlström, who will assume the position of President and CEO of Ahlström Capital Oy, the indirect owner of AC Invest Six B.V., as of February 1, 2016.
All nominees have given their consent to the election. In addition, the nominees have brought to the attention of the Nomination Board that if they become elected, they will elect Hans Sohlström as Chairman and Jan Inborr as Vice Chairman of the Board. The CV's of the proposed Board members will be available on the website of the company at www.ahlstrom.com.
The Nomination Board proposes that the remuneration of the Board members remains unchanged. The remunerations are as follows
|Chairman||EUR 84,000 per year|
|Vice Chairman||EUR 63,000 per year|
|Chairman of the Audit Committee||EUR 63,000 per year|
|Members||EUR 42,000 per year|
In addition, the proposed remuneration for attendance at Board meetings is EUR 1,500 per meeting for Board members residing outside Finland. As regards the permanent Board committees and the Nomination Board, the proposed remuneration for attendance at committee and the Nomination Board meetings is EUR 1,500 per meeting. Travel expenses are reimbursed in accordance with the company's travel policy.
The Nomination Board comprises representatives of the three largest shareholders of Ahlstrom as of May 31, 2015 and in addition, the Chairman of the company's Board of Directors and a person nominated by the Board of Directors.
Amendment of the Charter of the Nomination Board
The Nomination Board will propose certain amendments to the Charter of the Nomination Board to the Annual General Meeting for adoption. The amendments are mainly based on the new Finnish Corporate Governance Code 2015, which entered into force on January 1, 2016. The detailed proposal for the Charter amendments will be published in connection with the Company's notice to the Annual General Meeting.
Thomas Ahlström (Chairman, representing AC Invest Six B.V.), Alexander Ehrnrooth (Vimpu Intressenter Ab), Risto Murto (Varma Mutual Pension Insurance Company), Panu Routila (Chairman of Ahlstrom's Board) and Jan Inborr (member of Ahlstrom's Board).
For more information, please contact:
Chairman of the Nomination Board of Ahlstrom Corporation
Tel. +358 50 550 2330
Financial Communications & Investor Relations Manager
Tel. +358 10 888 4731
Ahlstrom in brief
Ahlstrom is a high performance fiber-based materials company, partnering with leading businesses around the world to help them stay ahead. We aim to grow with a product offering for clean and healthy environment. Our materials are used in everyday applications such as filters, medical fabrics, life science and diagnostics, wallcoverings and food packaging. In 2014, Ahlstrom's net sales amounted to EUR 1 billion. Our 3,400 employees serve customers in 22 countries. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. More information available at www.ahlstrom.com.