HKScan Corporation, Stock Exchange Release on 13 January 2021 at 4 p.m.
The Shareholders' Nomination Board of HKScan Corporation has prepared proposals on the composition and the remuneration of the Board of Directors and the amendments to the Nomination Board charter to the Annual General Meeting to be held on 8 April 2021.
Number of Board members and composition of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that six (6) ordinary members and two (2) deputy members be elected to the Board of Directors.
The Nomination Board proposes that Reijo Kiskola, Anne Leskelä, Jari Mäkilä, Per Olof Nyman, Harri Suutari and Terhi Tuomi be re-elected as members of the Board of Directors and Carl-Peter Thorwid and Ilkka Uusitalo be re-elected as deputy members of the Board of Directors for a term starting at the end of the Annual General Meeting and expiring at the closing of the 2022 Annual General Meeting.
All Board member candidates have given their consent for election.
Biographical details of all nominees for Board member are available on HKScan Corporation’s website at www.hkscan.com.
The Nomination Board proposes to the Annual General Meeting that the fees remain unchanged and accordingly that the following yearly fees be paid to the members of the Board of Directors for the term beginning at the end of the Annual General Meeting and ending at the end of the 2022 Annual General Meeting:
Chair of the Board of Directors EUR 70,000;
Vice Chair of the Board of Directors EUR 37,500;
other ordinary members of the Board of Directors EUR 30,000;
deputy members of the Board of Directors EUR 15,000;
in addition, to the Board member functioning as Chair of the Audit Committee EUR 7,500 and to the Board member functioning as Chair of other committees (Compensation, Working and Special Committee) EUR 5,000.
The Nomination Board also proposes that the annual remuneration to Board members and deputy members is paid in Company shares and cash so that 25% of the remuneration will be paid in the Company shares to be acquired on the market on the Board members' behalf, and the rest will be paid in cash. The shares will be acquired within two weeks after the publication of HKScan Corporation’s interim report 1 January - 30 June 2021 provided that the acquisition of shares can be made according to applicable regulations. In case the acquisition of the shares cannot be made within the said period, the acquisition shall be made without unnecessary delay after the acquisition restriction has ended. If payment in shares cannot be carried out due to reasons related to either the Company or a Board member, annual remuneration shall be paid entirely in cash. The Company will pay any costs related to the transfer of the Company shares.
Furthermore, the Nomination Board proposes that a compensation of EUR 600 per a meeting is paid for all the Board members for each attended Board and Board committee meeting, and a compensation of EUR 300 for a meeting or occasion, which requires participation as member of the Board of Directors. Travel expenses of the members of the Board of Directors will be compensated according to the Company’s travel policy.
Charter of the Nomination Board
The Nomination Board proposes to the Annual General Meeting that items 2, 6, 8 and 10 of the charter of the Nomination Board be amended:
item 2, the largest shareholders are determined based on the shareholders’ register on the last business day of May preceding the next Annual General Meeting;
item 6, when preparing the proposal on the composition of the Board of Directors, also the diversity principles determined by the company shall be taken into consideration;
item 8, the Nomination Board shall submit its proposals to the Board of Directors annually by 15 January; and
item 10, the Nomination Board informs the Board of Directors of the proposals to the Annual General Meeting before they are published.
The proposals of the Nomination Board will be included in the notice to the Annual General Meeting.
For further information: Chairman of the Nomination Board Veikko Kemppi, please leave your callback requests to Marjukka Uutela-Hujanen, firstname.lastname@example.org, phone +358 10 570 6218.