Nomination Board's proposal to the Annual General Meeting regarding the composition and fees of Rautaruukki's Board of Directors
Rautaruukki Corporation Stock exchange release 29 January 2014 at 9.00am EET
Nomination Board's proposal to the Annual General Meeting regarding the
composition and fees of Rautaruukki's Board of Directors
Rautaruukki's shareholders' Nomination Board is to propose to the Annual General
Meeting convening on 18 March 2014 that the number of Board members remains
unchanged at seven. The Nomination Board proposes the re-election of Kim Gran,
Timo U. Korhonen, Matti KÃ¤hkÃ¶nen, Liisa Leino, Matti Lievonen, Saila Miettinen-
LÃ¤hde and Jaana Tuominen. The Nomination Board proposes that Kim Gran be elected
as chairman of the Board and Matti Lievonen as deputy chairman. It is proposed
that the fees of the Board of Directors remain unchanged.
The Nomination Board appointed by Rautaruukki's shareholders is to propose to
the Annual General Meeting convening on 18 March 2014 that the number of Board
members remains unchanged at seven.
The Nomination Board proposes the re-election of current members of the Board of
Directors, President and CEO Kim Gran, Executive Adviser Timo U. Korhonen,
President and CEO Matti KÃ¤hkÃ¶nen, CEO Liisa Leino, President and CEO Matti
Lievonen, CFO and deputy CEO Saila Miettinen-LÃ¤hde and CEO Jaana Tuominen for a
further term of office lasting one year from the 2014 Annual General Meeting
until the close of the 2015 Annual General Meeting. More information about
members of the Board of Directors is available at www.ruukki.com > Investors >
Corporate Governance > Board of Directors.
Furthermore, the Nomination Board proposes that Kim Gran be re-elected as
chairman of the Board of Directors and that Matti Lievonen be re-elected as
deputy chairman. All candidates have consented to election.
The Nomination Board proposes that the annual fees of the Board of Directors
Chairman EUR 72,000 (2013: EUR 72,000)
Deputy chairman EUR 44,000 (EUR 44,000)
Members EUR 34,000 (EUR 34,000)
In addition to the above, Board members are paid an attendance fee of EUR 600
per meeting for Board of Directors' meetings and Board of Directors' committee
meetings. The Nomination Board proposes that 40 per cent of the annual fee be
paid in the form of Rautaruukki Oyj shares purchased on the market. The shares
will be purchased within two weeks of the publication of the company's interim
report for the first quarter of 2014.
According to the proposal, the Annual General Meeting will resolve to acquire
the shares directly on behalf of members of the Board of Directors. This is an
acceptable way to acquire Rautaruukki Oyj shares for Board members under
applicable insider rules. The Nomination Board also considers that increasing
the long-term shareholding of Board members is in the interest of all
The proposals above are included in the notice of the Annual General Meeting.
Kari JÃ¤rvinen, Managing Director (Solidium Oy), served as chairman of the
Nomination Board with Pekka Pajamo, CFO (Varma Mutual Pension Insurance Company)
and Jorma ErÃ¤kare, Head of Finnish Equities CEFA (Nordea Investment Fund Company
Finland Ltd) as members. Kim Gran, Chairman of Rautaruukki's Board of Directors,
served as the Nomination Board's expert member.
For further information, please contact:
Kari JÃ¤rvinen, Managing Director, Solidium Oy, tel. +358 10 830 8905
Kim Gran, Chairman of Rautaruukki's Board of Directors, tel. +358 10Â 401 7336
SVP, Marketing and Communications
Ruukki specialises in steel and steel construction. We provide customers with
energy-efficient steel solutions for better living, working and moving. We have
around 9,000 employees and an extensive distribution and dealer network across
some 30 countries including the Nordic countries, Russia and elsewhere in Europe
and the emerging markets, such as India, China and South America. Net sales in
2012 totalled â‚¬2.8 billion. The company's share is quoted on NASDAQ OMX Helsinki
(Rautaruukki Oyj: RTRKS). www.ruukki.com
NASDAQ OMX Helsinki
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Source: Rautaruukki Oyj via GlobeNewswire