Proposals by Uponor Nomination Board to the Annual General Meeting 2020

Uponor Corporation     Stock exchange release     21 January 2020     12:00 EET

Proposals by Uponor Nomination Board to the Annual General Meeting 2020

The Uponor Nomination Board proposals to the Annual General Meeting, to be held in Helsinki, Finland on 16 March 2020, are the following:

The Nomination Board proposes that the yearly remuneration to the members of the Board of Directors shall remain unchanged. 

Presently, the yearly remuneration is as follows:

  • Chair of the Board - €90,000
  • Deputy Chair of the Board - €51,000
  • Chair of the Audit Committee - €51,000
  • Other members of the Board - €46,000

Approximately 40% of the remuneration is paid by acquiring Uponor Corporation shares in public trading or by conveying Uponor Corporation’s shares held by the company and the rest in cash. Alternatively, the remuneration can be paid fully in cash, in which case the Board member is obliged to use approximately 40% of the amount to acquire Uponor Corporation’s shares in public trading. The yearly Board remuneration shall be paid within two weeks after the publication of the company’s half year report for January-June 2020. In case the full remuneration is paid in cash, a Board member shall make the purchase of shares within two weeks after the publication of the company’s interim report for January-September 2020. The travel expenses related to Board meetings are paid according to the company’s travel policy.

In addition to the above, a remuneration per each actual Board and Committee meeting (excluding decisions without a meeting) is paid, amounting to €600 for meetings held in the country of residence of the member, €1,200 for meetings held elsewhere on the same continent, and €2,400 for meetings held on another continent. Remuneration for telephone meetings equals the remuneration for meetings held in the country of residence of the member. In addition, a remuneration of €600 will be paid to the Chair of the Board for each Board meeting and to the Chairs of the Board committees for each respective committee meeting.

The Nomination Board also proposes that the company discontinues the practice of taking out insurance under the Employees Pensions Act for Board members acting as persons in a position of trust.

The Nomination Board proposes that the number of Board members remains at six.

The Nomination Board proposes to the Annual General Meeting that Ms Pia Aaltonen-Forsell, Mr Johan Falk, Mr Markus Lengauer, Mr Casimir Lindholm and Ms Annika Paasikivi, currently members of the Board of Directors, will be re-elected as members of the Board of Directors.

Ms Eva Nygren has notified that she is no longer available for re-election.

The Nomination Board proposes that Mr Michael G. Marchi (b.1959) will be elected as a new member.

Mr Marchi has in depth experience in the plumbing industry, he has served as COO of Lixil Water Technology Americas, CEO of Grohe Americas and President of Kohler Kitchen and Bath Americas. Earlier in his career, he has held various leadership positions at GE and Citibank among others. He holds B.S. in Marketing and Economics, and an MBA in Finance. Mr Marchi, a US citizen, is CEO at MGM Executive Consulting, which provides executive coaching and consult services to public companies, family owned privately held companies and private equity firms.

Further, the Nomination Board proposes that Annika Paasikivi will be elected Chair of the Board of Directors. 

Uponor’s Nomination Board consists of the following persons: Ville Kivelä (representing Oras Invest Oy), Henrika Vikman (Nordea Funds Oy) and Reima Rytsölä (Varma Mutual Pension Insurance Company) as well as Annika Paasikivi (expert member).

For further information, please contact:
Ville Kivelä, Chairman of the Nomination Board
Tel: +358 50 563 8942

Reetta Härkki, General Counsel, Uponor Corporation
Tel: +358 20 129 2835

Uponor Corporation           

Susanna Inkinen
Vice President, Communications and Corporate Responsibility
Tel. +358 20 129 2081

Nasdaq Helsinki

Uponor in brief
Uponor is a leading international systems and solutions provider for safe drinking water delivery, energy-efficient radiant heating and cooling and reliable infrastructure. The company serves a variety of building markets including residential, commercial, industrial and civil engineering. Uponor employs about 4,100 employees in 30 countries, mainly in Europe and North America. In 2018, Uponor's net sales totalled nearly €1.2 billion. Uponor is based in Finland and listed on Nasdaq Helsinki. Uponor builds on you -