Alma Media Corporation Stock Exchange Release January 31, 2019 at 8.30 a.m.
PROPOSAL BY THE NOMINATION COMMITTEE OF ALMA MEDIA’S SHAREHOLDERS FOR THE COMPOSITION AND REMUNERATION OF THE BOARD OF DIRECTORS
The General Meeting of Shareholders of Alma Media Corporation, held on 17 March 2015, decided, by proposal of the Board of Directors of Alma Media Corporation, to set up a Nomination Committee composed of Alma Media’s Shareholders. The Nomination Committee’s duties include preparing proposals related to the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
The Nomination Committee for the spring 2019 Annual General Meeting was appointed in November 2018. Based on the ownership situation on 30 September, the following representatives of the four largest shareholders were appointed as members of the Nomination Committee: Timo Aukia, Chairman of the Board of Directors, Ilkka Group; Peter Immonen, Member of the Board, Mariatorp; Henrik Ehrnrooth, Chairman of the Board of Directors, Otava; and Timo Sallinen, Head of Listed Securities, Varma Mutual Pension Insurance Company. In addition, the Chairman of the Board of Directors of Alma Media Corporation, Petri Niemisvirta, has acted as an expert member in the Nomination Committee. The Nomination Committee elected Henrik Ehrnrooth as its Chair, and as Secretary, General Counsel Mikko Korttila.
Proposals by the Nomination Committee
The Nomination Committee has submitted its proposals to Alma Media’s Board of Directors, to be presented to the Annual General Meeting of 2019.
Number of members of the Board of Directors and proposal for the composition of the Board
The Nomination Committee proposes to the Annual General Meeting of Alma Media Corporation, scheduled to be held on 15 March 2019, that the number of the members of the Board be confirmed as seven (7).
Of the current Board Members, Matti Korkiatupa and Heike Tyler have announced that they will be unavailable to serve as members of the Board of Alma Media Corporation.
The Nomination Committee of the Shareholders proposes that the current Board members be re-elected for the new term of office, extending until the end of the next Annual General Meeting: Peter Immonen, Esa Lager, Alexander Lindholm, Petri Niemisvirta, Päivi Rekonen and Catharina Stackelberg-Hammarén, and that Jorma Ollila be elected to the Board of Directors for the same term of office as a new member. The Nomination Committee further proposes that Jorma Ollila serve as Chairman of the Board of Directors and Petri Niemisvirta serve as Vice Chairman.
Ollila is Vice-Chairman of the Board of Directors of Otava Group. He is also a member of the Board of Directors of Tetra Laval Group and TGB AG and Advisory Partner of Perella Weinberg Partners. He is also Chairman of Miltton and Chairman of the Board of Directors of Xinova Management Company LLC.
Ollila was Chairman of Royal Dutch Shell Plc during 2006–2017, Nokia Corporation during 2006–2012 and Outokumpu Group during 2013–2018.
Ollila was Chairman and CEO, Chairman of the Board of Directors and Group Executive Board of Nokia Corporation 1999–2006, President and CEO, Chairman of the Group Executive Board of Nokia Corporation 1992–1999.
Ollila (born 1950) earned a Master of Science in Political Science from University of Helsinki, a Master of Science in Economics from London School of Economics and a Master of Science in Engineering Physics from Helsinki University of Technology.
The personal details of the current members of the Board and information on their positions of trust can be found at http://www.almamedia.fi/en/investors/governance/board-of-directors.
All the proposed members of the Board of Directors have given their permission for their election.
Shareholders representing more than half of Alma Media’s shares and voting rights have indicated that they support the Shareholders’ Nomination Committee's proposal.
Proposal for the remuneration of the Board of Directors
The Shareholders’ Nomination Committee proposes that the remuneration of the Board of Directors be increased, as it has remained unchanged since 2016, and that the following annual remuneration be paid to the members of the Board of Directors to be elected at the Annual General Meeting 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 (currently 40,000) per year, to the Vice Chairman EUR 40,000 (currently 32,000) per year, and to members EUR 32,500 (currently 27,000) per year.
In addition, the Chairmen of the Board and the Audit Committee would be paid a fee of EUR 1,500 (currently 1,000), the Chairman of the Nomination and Compensation Committee a fee of EUR 1,000 (currently 1,000), the Deputy Chairmen of the committees a fee of EUR 700 (currently 700) and members a fee of EUR 500 (currently 500) for those Board and Committee meetings that they attend. It is proposed that Board members’ travel expenses 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% 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 was not possible to acquire the shares by the end of 2019 for a reason such as pending insider transactions, the remuneration shall be paid in cash. Shares acquired in this way cannot be transferred until the recipient’s membership in the Board has expired. The company is liable to pay any asset transfer taxes that may arise from the acquisition of shares.
For more information, please contact:
Chairman of the Nomination Committee
Media inquiries and interview requests for Mr. Henrik Ehrnrooth, please contact Peggy Hagberg at Pöyry PLC, tel. +358 50 444 2371
Alma Media Corporation
Distribution: NASDAQ Helsinki, main media, www.almamedia.fi
Alma Media in brief
Alma Media is a media company focusing on the service business and journalistic content. The company’s best-known brands are Kauppalehti, Talouselämä, Affärsvärlden, Iltalehti, Aamulehti, Etuovi.com and Monster. Alma Media builds sustainable growth for its customers by utilising the opportunities of digitalisation, including information services, system and expert services and advertising solutions. Alma Media’s operations have expanded from Finland to the Nordic countries, the Baltics and Central Europe. Alma Media employs approximately 2,250 professionals (excluding delivery employees), of which approximately 30% work outside Finland. Alma Media’s revenue in 2017 was EUR 367.3 million. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com.