Business & Finance
Orion reports on nomination committee's board proposals to AGM 2019
10 January 2019 -

Finnish pharmaceutical company Orion Oyj (HEL:ORNBV) announced on Wednesday that its nomination committee, on 9 January 2019, gave its recommendation to the board of directors of the company for the proposal to the Annual General Meeting of 2019, regarding the composition of the board of directors to be elected, and has proposed that the number of board members would be seven.

Out of the present board members, Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin, Eija Ronkainen, Mikael Silvennoinen and Heikki Westerlund will be re-elected, with Westerlund re-elected as chairman. Also, Pia Kalsta would be elected as a new member for the next term of office.

Kalsta is currently CEO of Sanoma Media Finland Oy, a position she has held since 2015. Prior to that, she was with Nelonen Media as president from 2014 to 2015 and as acting president of Nelonen Media/Sanoma Entertainment Oy in 2013.Before that, she was SVP, head of Consumer Business, Marketing & Business Development of Nelonen Media/Sanoma Entertainment Oy from 2012 to 2013. Her earlier position includes SVP, Marketing and Sales at Nelonen Media/Sanoma Entertainment Oy; acting president of Nelonen Media; VP Sales, Nelonen Media/Sanoma Entertainment Oy and marketing manager, Nelonen Media/Sanoma Entertainment Oy. She has also worked with SCA Hygiene Products in several leadership and other positions in marketing and sales during 1996 to 2001.

Reportedly, Sirpa Jalkanen, who has served as a member of the board of directors for 10 consecutive years, is no longer proposed for re-election.

In addition, the nomination committee recommended that the same remunerations as the previous year should be paid to the board of directors of annual fees of EUR84,000 to the chairman, EUR55,000 to the vice chairman and EUR42,000 each to the other members of the board.

As a fee for each meeting attended, the chairman would receive EUR1,200, the vice chairman would receive EUR900 and the other members would receive EUR600 each. The travel expenses of the board members would be paid in accordance with previously adopted practice. The aforementioned fees would also be paid to the chairmen and to the members of the committees established by the board, for each committee meeting attended.

According to the nomination committee, out of this annual fee, 60% would be paid in cash and 40% in Orion B-shares, which would be acquired to the members during 26 April 2019 to 3 May 2019 from the stock exchange in amounts corresponding to EUR33,600 for the chairman, EUR22,000 for the vice chairman and EUR16,800 for each of the other members. The part of the annual fee that is to be paid in cash corresponds to the approximate sum necessary for the payment of the income taxes on the fees and would be paid no later than 31 May 2019. The annual fees shall encompass the full term of office of the board of directors.

In addition, the company would pay the transfer tax related to the part of the annual fee of the board of directors paid in shares.

Reportedly, the nomination committee has not given its recommendation for the remunerations to the board of directors, but the matter will be proposed by a shareholder at the AGM.

Orion's nomination committee members are Matti Kavetvuo (chairman), Kari Jussi Aho, Annika Ekman, Erkki Etola, Petteri Karttunen, Timo Maasilta, Heikki Westerlund and Jukka Ylppö.

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