Shareholders’ Nomination Board’s proposal for the composition of Aktia Bank’s Board of Directors and their remuneration
February 01 2022 - 8:00AM
Shareholders’ Nomination Board’s proposal for the composition of
Aktia Bank’s Board of Directors and their remuneration
Aktia Bank Plc Stock Exchange Release 1 February 2022 at 3.00
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
2022 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, Johan Hammarén, Maria Jerhamre
Engström, Harri Lauslahti, Olli-Petteri Lehtinen, 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 Sari
Pohjonen is elected as new Board member for the same term, based on
her consent. Further information on the new Board member 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.
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 (10.11%) 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.
Arja Talma, member of Aktia’s Board of Directors since 2013, has
informed that she 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
(2021: EUR 64,300)
- Deputy Chairman, EUR
43,000 (2021: EUR 43,000)
- member, EUR 35,000
(2021: 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 500 per
attended meeting per each person. 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 2022–31 March 2022 is disclosed or as
soon as possible in accordance with applicable legislation. 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 Stefan
Björkman (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 Ltd Mass media www.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 June 2021 amounted to EUR 15.6 billion, and
the balance sheet total was EUR 11.2 billion. Aktia's shares are
listed on Nasdaq Helsinki Ltd (AKTIA). aktia.com.
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Attachment_Information_on_proposed_new_Board_member_for_Aktia_Bank
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