Proposal of the shareholders’ Nomination Board for the composition and remuneration of Stockmann’s Board of Directors
STOCKMANN plc, Other information disclosed according to the rules of the Exchange 27.1.2020 at 14:00 EET
Stockmann’s shareholders’ Nomination Board has in its meeting decided to propose the following to the Annual General Meeting, which will be held on 18 March 2020:
The Nomination Board proposes that the number of members of the Board of Directors to be seven, i.e. a reduction of one member.
The shareholders’ Nomination Board proposes that the present members of the Board of Directors, Stefan Björkman, Eva Hamilton, Esa Lager, Leena Niemistö, Lauri Ratia, Tracy Stone and Dag Wallgren, all having given their consents, be re-elected for the term of office continuing until the end of the next Annual General Meeting.
The Board member Peter Therman has informed that he will no longer be available as member of the company’s Board of Directors.
The proposed Board members have informed the company that, if elected, they will re-elect Lauri Ratia as Chairman of the Board and Leena Niemistö as Vice Chairman of the Board.
The Nomination Board proposes that the Board remuneration will remain unchanged and that the Chairman of the Board to be compensated EUR 80 000, the Vice Chairman EUR 50 000, and other members EUR 40 000 as annual remuneration. The annual remuneration will be paid in company shares and cash, so that company shares will be acquired on behalf of the Board members to a value of 40% of the remuneration and the rest will be paid in cash. The company will cover the costs for the acquiring of the shares and the transfer tax. The shares will be acquired within two weeks from the publishing of the Interim Report 1 January – 31 March 2020. The shares acquired for the Board Members in 2020 cannot be handed over until two years from the date of purchase, or until the term of office of the person in question has ended, depending on which of the occasions takes place first.
The Nomination Board proposes also that the Board meeting remuneration will remain unchanged, and the Chairman of the Board to be paid EUR 1 100 and each Board member to be paid EUR 600 as a meeting remuneration for each meeting of the Board of Directors. The Chairman of the Audit Committee is proposed to be paid EUR 1 100 and each member to be paid EUR 800 as a meeting remuneration for each meeting of the Audit Committee. The Chairman of the Compensation Committee and each member is proposed to be paid EUR 600 as a meeting remuneration for each meeting of the Compensation Committee.
Konstsamfundet r.f., Svenska litteratursällskapet r.f. and Kari Niemistö have informed the company that they will renew their separate agreement with Lauri Ratia on consulting services, targeting to develop Stockmann’s shareholder value.
Additional information on the members proposed by the Stockmann’s shareholders’ Nomination Board can be found on the company’s website www.stockmanngroup.com. The proposals of the Nomination Board will be included in the invitation to the Annual General Meeting.
Gunvor Kronman (nominated by Föreningen Konstsamfundet r.f.) acts as Chairman of Stockmann’s shareholders’ Nomination Board, and Ole Johansson (nominated by Svenska litteratursällskapet i Finland), Paul Hartwall (nominated by Hartwall Capital Oy Ab, representing HC Holding Oy Ab), Kari Niemistö and Stockmann’s Chairman of the Board Lauri Ratia act as members of the Nomination Board.
Jukka Naulapää, Chief Legal Officer, tel. +358 9 121 3850
Anna Bjarland, Head of Communications, tel. + 358 9 121 3194