Alma Media Corporation Stock Exchange Release February 9, 2011 at 8:30
PROPOSAL BY THE NOMINATION AND COMPENSATION COMMITTEE OF ALMA MEDIA CORPORATION'S BOARD OF DIRECTORS FOR THE COMPOSITION AND REMUNERATION OF THE BOARD OF DIRECTORS
Proposal for the composition of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors of Alma Media Corporation proposes to the Annual General Meeting scheduled for March 17, 2011 that the Board should consist of seven (7) members.
Board members Lauri Helve and Kari Stadigh have notified that they will not be available for election to the Board of Directors of Alma Media.
The Committee proposes to the Annual General Meeting that the current Board members Seppo Paatelainen, Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari be re-elected to the Board of Directors for the term ending at the close of the following ordinary annual general meeting. In addition, the Committee proposes that Mr Timo Aukia, Managing Director, Timo Aukia Oy, and Mr Petri Niemisvirta, Managing Director, Mandatum Life Insurance Company Ltd, be elected new members of the Board for the said term. The aforementioned candidates have given their consent to the election. The personal details of the candidates as well as information on their positions of trust are available on the company's website at www.almamedia.fi/agm_2011.
Shareholders representing more than half of Alma Media shares and voting rights have notified that they support the proposal by the Nomination and Compensation Committee.
Mr Kari Stadigh who has acted as Deputy Chairman of Alma Media's Board of Directors since 2001 and Chairman since 2005, has released the following comment on his resignation from the Board:
"I have the greatest appreciation for the company, its personnel and management, and have been extremely committed to my mandate. It was my intention to be available for election to the Board of Alma Media when the principal owners of the company asked me. As I am, however, available for election to the Board of Directors of Nokia, it is natural that time will not permit me to be available for Alma Media's board. Alma Media as a company is in excellent shape, which is why I do not consider my resignation from its Board of Directors to present any problems."
Remuneration of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the annual remuneration of the members of the Board be increased because it has remained unchanged since 2005, and the chairman of the Board be paid an annual fee of EUR 33,000 (currently EUR 30,000), the vice chairman EUR 27,000 (24,000)and ordinary members EUR 22,000 (20,000). The Committee further proposes that the remuneration for meeting attendance remain unchanged, and the chairmen of the Board and the Committees would be paid a fee of EUR 1,000, the vice chairmen EUR 700 and ordinary members EUR 500 for each Board and Committee meeting they attend. Compensation for travel expenses is proposed to be paid in accordance with the company's travel policy.
It is proposed that the annual fees for the members of the Board be paid in Alma Media Corporation shares by acquiring for the members a number of shares corresponding to approximately 40% of the full amount of the annual remuneration, and the remainder in money for taxation purposes. Shares thus acquired may not be transferred until the recipient's membership in the Board has ended. In case shares cannot have been acquired until the end of 2011, for example because of pending insider transactions, the full annual remuneration is paid in money.
General Counsel; Secretary to the Board of Directors of Alma Media Corporation
tel. +358 10 665 2201
Alma Media in brief
Alma Media is a dynamic media company whose best-known products are Aamulehti, Iltalehti, Kauppalehti and Etuovi.com. Alma Media employs nearly 3,000 professionals. The company's net sales in 2009 totalled MEUR 307.8 with an operating margin of 13.5 per cent. Alma Media's share (ALN1V) is listed in the NASDAQ OMX Helsinki Exchange. Read more at www.almamedia.fi