Proposals by Uponor Nomination Board to the Annual General Meeting 2023
Uponor Corporation, Stock exchange release, 24 January 2023 at 18:05 EET
Proposals by Uponor Nomination Board to the Annual General Meeting 2023
The Uponor Nomination Board proposals to the Annual General Meeting, to be held in Helsinki, Finland on 17 March 2023, are the following:
REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
The Nomination Board resolved to propose to the general meeting no changes to the remuneration of the Board of Directors and that the yearly remuneration to the members of the Board of Directors shall be:
€100,000 for the Chair of the Board,
€58,000 for the Deputy Chair of the Board,
€58,000 for the Chair of the Audit Committee,
€58,000 for the Chair of the Personnel and Remuneration Committee (only in case she/he is not the Chair of the Board as well), and
€48,000 for other members of the Board.
The Nomination Board proposes that approximately 40% of the remuneration shall be paid by acquiring Uponor Corporation’s shares in public trading for the Board member or by conveying Uponor Corporation’s shares held by the company (and then the rest shall be paid in cash) or, alternatively, by paying the full remuneration in cash and obliging the Board member to use approximately 40% of the remuneration paid in cash 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 2023. 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 2023.
The Nomination Board proposes that travel expenses related to Board meetings shall be paid according to the travel policy of the company.
The Nomination Board further proposes that a remuneration per each actual board and committee meeting (excluding decisions without a meeting) shall be paid to the members of the Board of Directors amounting to €800 for meetings held at the country of residence of the member, €1,600 for meetings held elsewhere on the same continent, and €3,000 for meetings held on another continent. The remuneration for telephone meetings shall be the remuneration for meetings held at the country of residence of the member.
NUMBER OF THE BOARD MEMBERS
The Nomination Board proposes to the general meeting that the number of Board members shall be six and, as of obtaining the approval of the supervisory authority of the credit institution with regard to the appointment of the seventh member candidate, seven. It is assumed that the approval is obtained before the Annual General Meeting.
ELECTION OF THE MEMBERS AND CHAIR OF THE BOARD OF DIRECTORS
The Nomination Board proposes to the general meeting that Mr Johan Falk, Mr Markus Lengauer, Mr Michael Marchi, Ms Annika Paasikivi and Ms Susanne Skippari, currently members of the Board of Directors, be re-elected as members of the Board of Directors, and that Mr Hans Sohlström and Ms Katja Keitaanniemi be elected as new members of the Board of Directors. The appointment of Katja Keitaanniemi is subject to the approval of the supervisory authority of the credit institution, and her term of office as member of the Board of Directors is effective as of obtaining such approval.
Pia Aaltonen-Forsell had informed that she is not available for re-election.
Mr Hans Sohlström (b. 1964, M.Sc. (Tech.), M.Sc. (Econ.)) has a strong track record of driving profitable growth and increasing shareholder value. Mr Sohlström was the President and CEO of Ahlstrom (prev. Ahlstrom-Munksjö Oyj) from 2018 until end of 2022. His earlier positions include being the President and CEO of Ahlström Capital between 2016–2018 and of Rettig Group Oy between 2012–2016. Prior to this, he worked in various leading positions within UPM-Kymmene Corporation between 1990–2012. Mr Sohlström is a member of the Board of Stora Enso Corporation.
Ms Katja Keitaanniemi (b. 1973, Lic.Sc. (Tech.)) is currently working as CEO of OP Corporate Bank Plc and member of the Executive Management Team of OP Cooperative. Ms Keitaanniemi has a strong track record of driving for performance, profitability, and cross-border co-operation for the largest banks in Finland, Sweden and Europe. She has worked in various leading positions in the finance and banking sectors including in Finnvera plc 2014–2018, Swedbank 2010–2013, eQ Bank/Conventum 2002–2009 and Nordea Securities 2001–2002.
With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at the company, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company, that the Board diversity principles are observed, and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.
The Nomination Board further proposes that the general meeting elects Ms Annika Paasikivi as the Chair of the Board.
CHANGE OF THE NOMINATION BOARD CHARTER
The Nomination Board resolved to propose to the general meeting that the charter of the Nomination Board be changed with respect to the following sections:
- Resignation of a member of the Nomination Board in case the shareholding decreases significantly
- Right of a holder of nominee-registered shares to appoint a member to the Nomination Board
- Decision-making of the Nomination Board when unanimity cannot be reached
- Convening of the meetings and the way to hold meetings
- Making amendments to the charter
The proposal for amended charter is available on the company’s website at https://www.uponorgroup.com/en-en/investors/governance/agm-2023.
Uponor’s Nomination Board consists of the following persons: Ville Kivelä (representing Oras Invest Oy), Henrika Vikman (Nordea Funds Oy) and Hanna Kaskela (Varma Mutual Pension Insurance Company) as well as Annika Paasikivi (expert member).
Ville Kivelä, Chairman of the Nomination Board
Tel: +358 10 286 8100
Reetta Härkki, Senior Vice President and Chief Legal Officer, Uponor Corporation
Tel: +358 20 129 2835
Uponor in brief
Uponor is one of the leading international providers of solutions that move water for buildings and infrastructure. The company is rethinking water for future generations with its safe drinking water delivery systems, energy-efficient radiant heating and cooling systems, and reliable infrastructure solutions. With a commitment to sustainability and a passion for innovation, Uponor is developing new technologies and systems that enrich people’s lives. We help our customers in residential and commercial construction, municipalities and utilities, as well as different industries to work faster and smarter. Uponor employs about 3,900 professionals in 26 countries in Europe and North America and Uponor’s products are sold in more than 80 countries. In 2021, Uponor's net sales totalled approximately €1.3 billion. Uponor Corporation is based in Finland and listed on Nasdaq Helsinki. www.uponorgroup.com