The Annual General Meeting of Tikkurila decided on 28 March 2012 to establish a Nomination Board consisting of shareholders or representatives of shareholders to prepare and present annually a proposal for the next Annual General Meeting concerning the composition and remuneration of the Board of Directors. The Annual General Meeting of Tikkurila decided on 6 April 2016 to amend the description of the Nomination Board’s duties so that the duties of the Nomination Board shall consist, in addition to above mentioned duties, of the preparation and presentation of the proposals for the election of the Chairman of the Board of Directors and Vice Chairman of the Board of Directors.
The Nomination Board be convened annually so that each of the Company’s three largest shareholders registered as shareholders by the end of May preceding the Annual General Meeting in the shareholders’ register maintained by Euroclear Finland Ltd, be each requested to appoint one member to the Nomination Board. In case a shareholder who according to Securities Market Act would have the obligation to disclose, when required, certain changes in ownership presents a written request to the Company’s Board of Directors by the end of May, holdings of a corporation or trust under control of, or holdings held under several funds or registers of such shareholder will be calculated together when counting the share of voting rights. In case a shareholder does not wish to use his/her right to appoint a member to the Nomination Board, the right will pass on to the next largest shareholder who otherwise does not have the appointment right. The Chairman of the Board of Directors of the Company shall act as an expert member of the Nomination Board.
The Nomination Board shall elect a Chairman of the Nomination Board from among its members. The first meeting of the Nomination Board shall be convened by the Chairman of the Board of Directors of the Company, and thereafter the meetings shall be convened by the Chairman of the Nomination Board. The Nomination Board shall deliver its proposal, which will be included in the notice to the Annual General Meeting, to the Company’s Board of Directors by the end of January preceding the next Annual General Meeting.
During 2017, the Nomination Board met two (three) times and the attendance rate was 100 (89) percent.
As of June 1, 2017 the members of the Nomination Board are Annika Paasikivi, Chief Operating Officer of Oras Invest Oy; Reima Rytsölä, Executive Vice President, Investments of Varma Mutual Pension Insurance Company; and Mikko Mursula, Chief Investment Officer of Ilmarinen Mutual Pension Insurance Company. The fourth member of the Nomination Board is Jari Paasikivi, the Chairman of the Board of Directors of Tikkurila Oyj, who acts as an expert member.