1 (2)
SUOMINEN CORPORATION'S NOMINATION COMMITTEE'S PROPOSAL FOR COMPOSITION AND COMPENSATION OF THE BOARD OF DIRECTORS
PROPOSAL ON BOARD COMPOSITION
Suominen Corporation's Nomination Committee proposes to the
Annual General Meeting of Share- holders on April 4, 2012 the
number of board members to be five (5).
The committee proposes that the following current board
members be re-elected as members of the
Suominen Corporation's Board of Directors of a term until the
close of the Annual General Meeting
2013: Mr Jorma Eloranta, Mr Risto Anttonen, Ms Suvi Hintsanen
and Mr Heikki Mairinoja. The com- mittee proposes that Mr
Hannu Kasurinen be elected as a new member of the Suominen
Corpora- tion's Board for the same term.
Hannu Kasurinen, M.Sc. (Econ.), is Executive Vice President
of Stora Enso Corporation, responsible for Wood Products
Business Area and a member of Stora Enso's Group Executive
Team. Hannu Ka- surinen has an extensive and international
working experience in various managerial positions at Sto- ra
Enso Corporation.
Nomination Committee recommends that the new Board of
Directors will elect Jorma Eloranta as
Chairman of the Board and Risto Anttonen as Vice Chairman of
the Board.
The current Vice Chairman of the Board Mikko Maijala has
announced that he will not be available for re-election in
Annual General meeting on 4 April 2012.
All candidates have given their consent to the election. CVs
of the proposed Board members are attached. COMPENSATION OF
THE BOARD OF DIRECTORS
The Nomination Committee proposes that the remuneration
payable to the members of the Board to be elected at the
Annual General Meeting for the term until the close of the
Annual General Meeting in 2013 be on the same level and be
confirmed to correspond the decision made in
Extraordinary
General Meeting 12 September.2011 as follows: Chairman of the
Board annual fee EUR 50,000, Vice
Chairman of the Board annual fee EUR 37,500 and other Board
members annual fee EUR 28,000.
Nomination committee proposes that attendance allowance will
remain at the same level so that the members of Board of
Directors will receive an attendance allowance of EUR 500 per
each meeting of the Board of Directors held in the home
country of respective member, and an attendance allowance of
EUR 1,000 per each meeting of the Board of Directors held
elsewhere than in home country of re- spective member.
Nomination committee proposes that 60% of the remuneration be
paid in cash and
40% in Suominen Corporation's shares purchased from the
market.
2 (2)
SUOMINEN CORPORATION'S NOMINATION COMMITTEE
Suominen's Extraordinary General meeting held on 12 September
2011 resolved to establish a Nom- ination committee to
prepare proposals for the following Annual General Meeting
regarding the elec- tion and remuneration of the members of
the Board of Directors. Under the resolution, representatives
of three largest shareholders as of 15 November.2011 were
elected to the Nomination Committee and the Chairman of the
Board of Directors would serve as an expert member. The
representatives of
three largest shareholders are: Mr Jan Lång, President&CEO,
Ahlstrom Corporation, Mr Timo Rita- kallio, Deputy to CEO,
Ilmarinen Mutual Pension Insurance Company; and Mr Risto
Murto, Deputy to
CEO, Varma Mutual Pension Insurance Company. Jorma Eloranta,
Chairman of Suominen Corpora- tion's Board of Directors,
serves as the Nomination Committee's expert member.
The Committee's aim is to see that the number of directors
and the composition of the board shall make it possible for
the board to discharge its duties in an efficient manner. The
composition shall take into account the needs of the
company's operations and development stage of the
company.
Tampere 31 January 2012
Suominen Corporation
Arto Kiiskinen
Vice President and CFO
For additional information please contact:
Mr. Arto Kiiskinen, Vice President and CFO, tel. +358 (0)10
214 300
Suominen produces high-quality nonwovens, flexible packaging
and wet wipes for industry and the retail sector.
www.suominen.fi
M.Sc. (Tech.)
Member of the Board since 2011, Chairman since 2011
Holds 28,767 Suominen Corporation shares
Principal positions of trust:
Chairman of the Board and President, Pienelo Oy
Chairman of the Board, ZenRobotics Oy
Vice Chairman of the Board, Neste Oil Corporation
Member of the Board, Uponor Corporation
Member of the Board, Ovako AB
Chairman of the Supervisory Board, Ilmarinen Mutual Pension
Insurance Company
Chairman of the Supervisory Board, Gasum Corporation
Chairman of the Board, Technology Industries of Finland
Centennial Foundation
Chairman of the Board, Finnish Foundation for Technology
Promotion
Member of the Board, Finnish Fair Foundation
Career history:
President and CEO, Metso Corporation 2004-2011
President and CEO, Kvaerner Masa-Yards Inc. 2001-2003
President and CEO, Patria Industries Group 1997-2000
Deputy Chief Executive, Finvest Group and Jaakko Pöyry Group
1996
President, Finvest Inc. 1985-1995
B.Sc. (Econ.)
Member of the Board since 2011
Holds 15,502 Suominen Corporation shares
Principal positions of trust:
Chairman of the Board, Ahlstrom Yulong Special Paper,
China
Member of the Board, Ensto Ltd.
Member of the Board, Varuboden-Osla Hlg
Career history:
Managing Director, Antoka Oy 2011-
Deputy CEO, Ahlstrom Corporation 2009-2010
CEO, Ahlstrom Corporation 2008
Various managerial positions, Ahlstrom Corporation
1991-2008
Managing Director, Norpe Oy 1986-1991
M.SC. (Econ.), Senior Vice President
Member of the Board since 2010
Holds 25,333 Suominen Corporation shares
Career history:
Senior Vice President, Head of Business Development, Pohjola
Bank plc 2010-
Senior Vice President, Head of Customer Relations and
Marketing, Pohjola Group 2007-2010
Senior Vice President, Head of Customer Relations and
Marketing, Pohjola Bank plc 2004-2007
Vice President, Customer Relationship Management, Pohjola
Bank plc 2001-2004
Different tasks regarding business development, consultancy
and management, Research Interna- tional Sweden AB 1998-2001
M.Sc. (Econ.)
Holds no Suominen Corporation shares
Principal positions of trust: Member of Board, Arktos
Group
Member of the Board, The European Organisation for the
Sawmill Industry (EOS)
Career History:
Member of Group Executive Board, Stora Enso Corporation
2008-
Executive Vice President, Wood Products Business Area, Stora
Enso Corporation 2008- Senior Vice President, Group Strategy,
Stora Enso Corporation 2007-2008
Senior Vice President, Speciality Papers, Stora Enso
Corporation 2005-2007
Several managerial positions in Financial Services, Group
Treasury, Risk Management, Strategy and Business Development
and Profit Improvement, Enso-Gutzeit Oy, Enso Corporation and
Stora Enso Corporation 1993-2005
M.Sc. (Eng.), B.Sc. (Econ.)
Member of the Board since 2001, Deputy Chairman 2009-2011
Holds 107,340 Suominen Corporation shares
Has a controlling power in Monaccio Oy, which holds 9,900
Suominen Corporation shares
Principal positions of trust:
Member of the Board, Exel Composites Plc
Member of the Board, EM Group Oy Member of the Board, Ensto
Ltd. Member of the Board, Komas Oy
Member of the Board, Lindström Invest Oy
Career history:
CEO Oy G.W. Sohlberg Ab 2001-2007
CEO, Uponor Group 1989-1999
Executive Vice President, Uponor Group 1985-1989
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