STORA ENSO OYJ STOCK EXCHANGE RELEASE 11 January 2022 at
10.30 EET
HELSINKI, Jan. 11, 2022 /PRNewswire/ -- The Shareholders'
Nomination Board, established by Stora Enso's Annual General
Meeting (AGM), will propose to the AGM to be held on 15 March 2022 that the Company's Board of
Directors shall have nine (9) members.
The Shareholders' Nomination Board proposes that of the
current members of the Board of Directors, Håkan Buskhe,
Elisabeth Fleuriot, Hock Goh,
Helena Hedblom, Christiane Kuehne, Antti Mäkinen, Richard Nilsson and Hans
Sohlström be re-elected members of the Board of Directors until
the end of the following AGM and that Kari Jordan be elected new member of the
Board of Directors for the same term of office.
The Shareholders' Nomination Board proposes that Antti Mäkinen be
elected Chair and Håkan Buskhe be elected Vice Chair of the Board
of Directors.
Mikko Helander has announced
that he is not available for re-election to the Board of
Directors.
"Mikko Helander has during his
tenure since 2019 been a valuable member of the Stora Enso Board of
Directors. I would like to thank Mikko warmly for all his valuable
work for Stora Enso. Also, we are certain that the proposed new
Board member, Kari Jordan, will
bring a strong industrial, financial and management competence and
experience to the Board that will be very important in the next
phase of the Company's development as a leader within renewable
materials", says Antti Mäkinen, Chair of the Board of Directors and
the member of the Shareholders' Nomination Board.
Kari Jordan, M.Sc. (Econ),
Vuorineuvos (Finnish honorary title), born 1956, Finnish citizen,
has a strong background in forest industry and financial sector and
has held various leadership and board positions. He has acted as
President and CEO of Metsä Group (2006-2018) and as CEO of
Metsäliitto Cooperative (2004-2017). Before that, his professional
experience includes various board positions and senior executive
management positions in Nordea Group (1998-2004), Merita Bank (1995-2000) and OKOBANK (1987-1994)
as well as other key positions in the financial sector. He is Chair
of the Board of Directors of Outokumpu Oyj and Vice Chair of the
Board of Directors of Nordea Bank Abp. Further, he holds several
positions of trust in foundations and non-profit associations. He
is independent of the company and its shareholders. Currently,
Jordan does not own shares in Stora Enso.
With regard to 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
Stora Enso, in line with a good Nordic governance model, the
Shareholders' Nomination Board is separate from the Board of
Directors. The Shareholders' Nomination Board, in addition to
ensuring that individual nominees for membership of the Board of
Directors possess the required competences, 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 of the Finnish Corporate Governance Code for listed
companies.
The Shareholders' Nomination Board proposes to the AGM that the
annual remuneration for the Chair, Vice Chair and members of the
Board of Directors be increased by approximately 2.5-4 percent and
be paid as follows:
Board of Directors
Chair
|
EUR 203,000 (2021:
197,000)
|
Vice Chair
|
EUR 115,000 (2021:
112,000)
|
Members
|
EUR 79,000 (2021:
76,000)
|
The Shareholders' Nomination Board also proposes that the annual
remuneration for the members of the Board of Directors be paid in
Company shares and cash so that 40% is paid in Stora Enso R shares
to be purchased on the Board members' behalf from the market at a
price determined in public trading, and the rest in cash. The
shares will be purchased within two weeks of the publication of the
interim report for the period 1 January 2022-31 March 2022 or as
soon as possible in accordance with applicable legislation. The
Company will pay any costs and transfer tax related to the purchase
of Company shares.
The Shareholders' Nomination Board further proposes that the annual
remuneration for the members of the Financial and Audit Committee,
the Remuneration Committee and the Sustainability and Ethics
Committee be increased by approximately 3-4 percent and be paid as
follows:
Financial and Audit Committee
Chair
|
EUR 22,000 (2021:
21,200)
|
Members
|
EUR 15,400 (2021:
14,800)
|
Remuneration Committee
Chair
|
EUR 11,000 (2021:
10,600)
|
Members
|
EUR 6,600 (2021:
6,400)
|
Sustainability and Ethics Committee
Chair
|
EUR 11,000 (2021:
10,600)
|
Members
|
EUR 6,600 (2021:
6,400)
|
In 2021, the Shareholders' Nomination Board comprised four
members: Antti Mäkinen (Chair of the Board), Håkan Buskhe (Vice
Chair of the Board) and two other members appointed by the two
largest shareholders, namely Harri
Sailas (Solidium Oy) and Marcus Wallenberg (FAM AB). Marcus Wallenberg was elected Chair of the
Shareholders' Nomination Board.
The main tasks of the Shareholders' Nomination Board were to
prepare the proposals for the AGM 2022 concerning Board members and
their remuneration. The Shareholders' Nomination Board convened
five (5) times during its 2021 working period. Each member of the
Shareholders' Nomination Board attended all the meetings.
For further information, please contact:
Carl Norell
Acting EVP, Communications and Marketing
tel. +46 72 2410349
Investor enquiries:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 2107691
Part of the bioeconomy, Stora Enso is a leading global provider of
renewable solutions in packaging, biomaterials, wooden
constructions and paper. We believe that everything that is made
from fossil-based materials today can be made from a tree tomorrow.
Stora Enso has some 23 000 employees and our sales in 2020 were
EUR 8.6 billion. Stora Enso shares
are listed on Nasdaq Helsinki Oy (STEAV, STERV) and Nasdaq
Stockholm AB (STE A, STE R). In addition, the shares are traded in
the USA as ADRs (SEOAY).
storaenso.com
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Kari
Jordan
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