Nomination Committee of Oriola-KD
The Nomination Committee of Oriola-KD is a body established by the Board of Directors (“Board”) for the purpose of preparing and presenting to the Board a recommendation for the proposal to be put to the Annual General Meeting concerning the composition and remuneration of the Board. The Board has approved the Charter of the Nomination Committee.
The Committee members are appointed by the Board, which also appoints one of the members as Chairman. The term of office for the committee members’ expire at the end of the Annual General Meetings following their appointment. Members of the Committee need not be members of the Board of Directors. The purpose of this deviation from the Corporate Governance Code is to allow the election of major shareholders in the company to the Nomination Committee and thus to ensure that their opinions are heard well before the Annual General Meeting.
Prior to appointing the Committee members, the Chairman of the Board arranges a meeting to which the Chairman invites the Company’s twenty largest shareholders, by votes, registered by the 31st of August preceding the Annual General Meetings as shareholders in the Company’s shareholders register maintained by Euroclear Finland Ltd. The purpose of the meeting is to consult the major shareholders on their views as to the composition of the Committee.
Not later than on the 1st of February preceding the Annual General Meeting, the Committee presents to the Board its recommendation on the proposal to be put before the Annual General Meeting concerning the composition and remuneration of the Board. The Nomination Committee evaluates the independence of the proposed Board members it has recommended. The Committee's recommendation does not affect the Board's independent decision-making authority or its right to put proposals before the General Meeting.
On 4 October 2012, the Board of Directors elected the following persons to the Nomination Committee for a term of office, which expires at the end of the Annual General Meeting 2013: Mr Harry Brade, Mr Matti Kavetvuo, Mr Pekka Pajamo, Mr Olli Riikkala, Mr Timo Ritakallio and Mr Into Ylppö. Mr Into Ylppö was elected Chairman of the Committee. The members of the Committee are independent of the company.