The Annual General Meeting of Alma Media Corporation decides on the remuneration of the Board members. The Shareholder's Nomination Committee of Alma Media Corporation prepares proposals related to the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
In accordance with the proposal of the Shareholders’ Nomination Committee, the AGM decided on March 15, 2019 that the annual remuneration of the Board of Directors be increased, as it had been unchanged since 2016, and that the following annual remuneration be paid to the members of the Board of Directors for the term of office ending at the close of the Annual General Meeting 2020: to the Chairman of the Board of Directors, EUR 62,500 (previously 40,000) per year; to the Vice Chairman, EUR 40,000 (previously 32,000) per year, and to members EUR 32,500 (previously 27,000) per year.
In addition, the Chair of the Board of Directors and the Chair of the Audit Committee will be paid a fee of EUR 1,500 (previously EUR 1,000), the Chair of the Nomination and Compensation Committee a fee of EUR 1,000 (previously EUR 1,000), the Deputy Chairs of the committees a fee of EUR 700 (previously EUR 700) and members a fee of EUR 500 (previously EUR 500) for those Board and Committee meetings that they attend. It is proposed that the travel expenses of Board members be compensated in accordance with company travel regulations.
It is proposed that the above-mentioned attendance fee for each meeting be
- doubled for (i) members living outside Finland in Europe or (ii) meetings held outside Finland in Europe; and
- tripled for (i) members resident outside Europe or (ii) meetings held outside Europe.
The members of the Board shall, as decided by the Annual General Meeting, acquire a number of Alma Media Corporation shares corresponding to approximately 40 per cent of the full amount of the annual remuneration for Board members, taking into account tax deduction at source, at the trading price on the regulated market arranged by the Helsinki Stock Exchange. Members of the Board are required to arrange the acquisition of the shares within two weeks of the release of the first quarter 2019 interim report or, if this is not possible due to insider trading regulations, as soon as possible thereafter. If it is not possible to acquire the shares by the end of 2019 for a reason such as pending insider transactions, the annual remuneration shall be paid in cash. Shares acquired in this way cannot be transferred until the recipient’s membership of the Board has ended. The company is liable to pay any asset transfer taxes which may arise from the acquisition of shares.