Shareholders’ Nomination Board’s proposal for the composition of Aktia Bank’s Board of Directors and their remuneration
January 31 2023 - 9:00AM
Shareholders’ Nomination Board’s proposal for the composition of
Aktia Bank’s Board of Directors and their remuneration
Aktia Bank PlcStock Exchange Release31 January 2023 at 5.00
p.m.
Shareholders’ Nomination Board’s proposal for the
composition of Aktia Bank’s Board of Directors and their
remuneration
The Shareholders’ Nomination Board of Aktia Bank Plc has decided
to present the following proposition to the Annual General Meeting
2023 of Aktia Bank:
The number of the members of the Board of Directors is proposed
to be unchanged and set to eight.
The Shareholders’ Nomination Board proposes that of the present
members of the Board of Directors, Maria Jerhamre Engström, Harri
Lauslahti, Sari Pohjonen, Johannes Schulman, Lasse Svens and Timo
Vättö, based on their consent, be re-elected for a term continuing
up until the end of the next Annual General Meeting. For more
information on the Board members proposed to be re-elected, please
see the company’s website at www.aktia.com.
The Shareholders’ Nomination Board also proposes that Ann
Grevelius and Carl Haglund are elected as new Board members for the
same term, based on their consent. Further information on the new
Board members proposed to be elected has been attached to this
release and can be found closer to the Annual General Meeting on
the company’s website www.aktia.com. A prerequisite for the
election of the new proposed members is that the Finnish Financial
Supervisory Authority does not have any remarks on the
proposal.
All the proposed persons are independent in relation to the
company according to the definition of the Corporate Governance
Code. Only Timo Vättö is not independent of a significant
shareholder since he is a member of the Board of Rettig Group Oy
Ab, which is the largest owner of RG Partners Oy – the largest
shareholder (10.22%) of Aktia Bank.
All the proposed persons have informed that they intend, if they
are elected, to re-elect Lasse Svens amongst them as Chairman of
the Board of Directors and to re-elect Timo Vättö as Deputy
Chairman.
Johan Hammarén and Olli-Petteri Lehtinen have informed that they
will not be available for re-election.
Regarding the selection procedure for the members of the Board
of Directors, the Shareholders' 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
Aktia the Shareholders' Nomination Board is separate from the Board
of Directors and, in addition to ensuring that individual nominees
for membership of the Board of Directors possess the required
competences, it 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 and that the composition
of the Board of Directors also meets other requirements set for
credit institutions as well as the requirements of the Finnish
Corporate Governance Code for listed companies.
The Nomination Board proposes that the remuneration for the
Board of Directors for the term be unchanged from the current term
and determined as follows:
- Chairman, EUR 64,300 (2022: EUR
64,300)
- Deputy Chairman, EUR 43,000 (2022:
EUR 43,000)
- member, EUR 35,000 (2022: EUR
35,000)
Annual remunerations for the Chairmen of each Committee as well
as meeting remunerations are proposed to be unchanged, meaning that
it is proposed that the Chairman of each Committee will further
receive an annual remuneration of EUR 8,000. The proposed meeting
remuneration for Board and Committee meetings is EUR 700 per
attended meeting for each person (EUR 500 per attended meeting for
each person in 2022). If participation in a board meeting requires
travelling outside the board member’s country of residence, the
remuneration for board meeting is EUR 1,400 per attended meeting
for each person (EUR 500 per attended meeting for each person in
2022). Compensation for travel and accommodation expenses as well
as a daily allowance is paid in line with the Finnish Tax
Administration's guidelines and the travel instructions of the
company.
The Nomination Board proposes that approximately 40% of the
annual remuneration (gross amount) shall be paid to the members in
the form of Aktia shares. The company will on account of the Board
members acquire Aktia shares on the market to the price that is
formed through public trading or it will transfer the company’s own
shares to the Board members and the rest of the annual remuneration
payable is paid in cash. The shares are acquired or transferred
during a two-week time period from the day following the company’s
interim report for 1 January 2023–30 June 2023 is disclosed or as
soon as possible in accordance with applicable legislation. If the
remuneration can’t be paid in shares, it can be paid in cash
entirely. The company will be responsible for all expenses and the
possible transfer tax for acquiring or transferring the shares.
The proposals of the Nomination Board will be included in the
summons of the Annual General Meeting.
Chairman of the Shareholders’ Nomination Board of Aktia Bank is
Kaj-Gustaf Bergh (appointed by the Pension Insurance Company
Veritas and the companies controlled by Erkki Etola), members are
Matts Rosenberg (appointed by the RG Partners Oy), Gisela Knuts
(appointed by the Åbo Akademi University Foundation) and Johan
Hammarén (appointed by Hammarén & Co Oy Ab), and Lasse Svens,
Chairman of the Board of Directors of Aktia Bank acts as an
expert.
Aktia Bank Plc
Further information:Kaj-Gustaf Bergh, Chairman of the Nomination
Board, tel. +358 40 524 7730
Distribution:Nasdaq Helsinki LtdMass mediawww.aktia.com
Aktia is a Finnish asset manager, bank and life insurer that has
been creating wealth and wellbeing from one generation to the next
for 200 years. We serve our customers in digital channels
everywhere and face-to-face in our offices in the Helsinki, Turku,
Tampere, Vaasa and Oulu regions. Our award-winning asset management
business sells investment funds internationally. We employ
approximately 900 people around Finland. Aktia's assets under
management (AuM) on 30 September 2022 amounted to EUR 13.6 billion,
and the balance sheet total was EUR 11.9 billion. Aktia's shares
are listed on Nasdaq Helsinki Ltd (AKTIA). aktia.com.
- Information on proposed new Board members
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