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, 31.1.2023 at 15:30 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 22 March 2023:
The Nomination Board proposes that the number of members of the Board of Directors will be six (6).
The shareholders’ Nomination Board proposes that the present members of the Board of Directors Stefan Björkman, Timo Karppinen, Roland Neuwald, Sari Pohjonen, Tracy Stone and Harriet Williams, all having given their consents, will be re-elected for the term of office continuing until the end of the next Annual General Meeting.
The proposed Board members have informed the company that, if elected, they will elect Sari Pohjonen as Chair of the Board and Roland Neuwald as Vice Chair of the Board.
Board member Anne Kuittinen has informed that she will no longer be available as member of the company's Board of Directors. ”We want to thank Anne Kuittinen warmly for her great contribution for Stockmann and we really appreciated her support in the Bord work,” says Stockmann’s Chair of the Board Roland Neuwald.
The Nomination Board proposes that the Chair of the Board be compensated EUR 85 000, the Vice Chair EUR 60 000, and other members EUR 42 500 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 2023, or as soon as it is possible in accordance with applicable legislation. If the shares are not purchased and/or delivered based on a reason pertaining to the company or the Board member, the fee will be in cash in its entirety. The shares acquired for the Board members in 2023 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.
In addition, Nomination Board proposes that Chair of the Audit Committee is compensated a fixed fee for the Committee work EUR 10 000 and Member of the Audit Committee EUR 5 000 year as annual remuneration.
The Nomination Board proposes following meeting fees:
- meeting fee for the Chair of the Board EUR 1 200/meeting
- meeting fee for the Board member EUR 600/meeting
- meeting fee for the Chair of the Audit Committee EUR 1 200/meeting
- meeting fee for the Audit Committee member EUR 600/meeting
- meeting fee for the Chair of the Personnel and Compensation Committee EUR 1 200/meeting
- meeting fee for the Personnel and Compensation Committee member EUR 600/meeting
In addition, if the meeting takes place physically outside the country of residence of the Chair or member of the Board or member of Board Committee, their fee will be doubled.
When a member participates in the meeting via remote connection, or for the decisions that are confirmed without convening a meeting, the meeting fee is EUR 1 200 for the Chair and EUR 600 for the member as a meeting remuneration for each meeting. The travel expenses of Board members are compensated in accordance with the company’s travel policy.
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 notice to the Annual General Meeting.
Stefan Björkman (nominated by Föreningen Konstsamfundet r.f.) acts as Chair of Stockmann’s shareholders’ Nomination Board, Fabian Chrobog (nominated by North Wall Capital LLP), Björn Teir (nominated by The Society of Swedish Literature in Finland), Markus Aho (nominated by Varma Mutual Pension Insurance Company) and Stockmann’s Chair of the Board Roland Neuwald act as members of the Nomination Board.
Stefan Björkman, Chair of the shareholders’ Nomination Board of Stockmann plc, tel. +358 50 63219