Proposals of Sponda’s Shareholders’ Nomination Board for the composition and remuneration of the Board of Directors
Sponda Plc
Stock Exchange Release
25 January 2017, 10:30
Proposals of Sponda’s Shareholders’ Nomination Board for the composition and remuneration of the Board of Directors
In its meeting, the Shareholders’ Nomination Board of Sponda Plc has decided to propose to the Annual General Meeting to be held on 20 March 2017 that the number of members of the Board of Directors be confirmed as seven ordinary members.
The Shareholders’ Nomination Board proposes that the current members Kaj-Gustaf Bergh, Christian Elfving, Paul Hartwall, Outi Henriksson, Leena Laitinen, Juha Metsälä and Raimo Valo be re-elected to the Board of Directors for the term that expires at the closing of the Annual General Meeting in 2018. The Shareholders’ Nomination Board states that from the current members Arja Talma was no longer available as a member to the Board of Directors.
In its proposal, the Nomination Board has taken into consideration the principles concerning the diversity of the Board of Directors defined by the company.
The Shareholders’ Nomination Board of Sponda Plc proposes to the Annual General Meeting that the remuneration remains unchanged and that the annual remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term that expires at the closing of the Annual General Meeting in 2018 be:
- EUR 66,000 to the Chairman of the Board,
- EUR 40,000 to the Vice Chairman of the Board and
- EUR 33,000 to each of the other members of the Board.
In addition, the Nomination Board proposes that the Chairman of the Board be paid a compensation of EUR 1,000 and each of the other Board members be paid a compensation of EUR 600 for the each Board meeting attended. The Nomination Board proposes that the Board members be paid EUR 600 for each committee meeting attended and that the Chairman of the Audit Committee be paid EUR 1,000 for each Audit Committee meeting attended.
The Nomination Board proposes that 40% of the fixed annual remuneration be paid in Sponda Plc’s shares purchased from the market. The shares will be purchased within two weeks from the release of Sponda Plc’s interim report for 1 January-31 March 2017. The Nomination Board further proposes that travel expenses be compensated based on the grounds for compensation approved by the Finnish Tax Administration.
The Nomination Board’s proposal to change the Nomination Board’s rules of procedure
The Nomination Board has decided to propose to the Board of Directors that the Board would include the change in the Nomination Board’s rules of procedure in the Annual General Meeting 2017 notice. The primary content of the change is as follows: The right to appoint to the Nomination Board is determined according to ownership on 31 August of the calendar year preceding the Annual General Meeting, and the term of office for a member of the Nomination Board will begin when the member is appointed and conclude annually as a new Nomination Board is appointed.
Sponda Plc’s Board of Directors will incorporate the proposals into the notice of the Annual General Meeting, which will be published later.
The Nomination Board consisted of the following three largest shareholders on 30 September 2016:
Mercator Invest Ab, Kaj-Gustaf Bergh;
Varma Mutual Pension Insurance Company, Pekka Pajamo; and
HC Fastigheter Holding Oy Ab, Ole Johansson.
For further information, please contact: Kaj-Gustaf Bergh, Chairman of the
Shareholders’ Nomination Board, Tel. +358 40 524 7730.
Sponda Plc
Kari Inkinen
President and CEO
Distribution:
NASDAQ OMX Helsinki
Media
www.sponda.fi
Sponda Plc is a property investment company specializing in commercial properties in the largest cities in Finland. Sponda’s business concept is to own, lease and develop retail and office properties and shopping centres into environments that promote the business success of its clients. The fair value of Sponda’s investment properties is approximately EUR 3.7 billion and the leasable area is around 1.2 million m².