Recommendation by the Nomination Committee concerning Board of Directors to be elected by the 2009 AGM of Orion Corporation
The Nomination Committee of Orion Corporation has given its recommendation to the Board of Directors of the company for the proposal to the Annual General Meeting of 2009 concerning the composition of the Board of Directors to be elected. The Committee recommends that the following proposal be presented to the AGM of 2009:
The number of Board members would be seven. The present members, i.e. Eero Karvonen, Matti Kavetvuo, Leena Palotie, Vesa Puttonen, Hannu Syrjänen and Jukka Ylppö would be re-elected and Sirpa Jalkanen would be elected as a new member for the next term of office. Matti Kavetvuo would be re-elected as Chairman.
Professor Sirpa Jalkanen, MD, born 1954, is one of the foremost immunologists and cancer researchers in Finland. She holds the chair of Professor of Immunology at the University of Turku and as Research Professor at the National Institute for Health and Welfare. Additionally, she is Director of 'Host Defence Research', one of the Centres of Excellence of the Finnish Academy. She is also head of the Receptor programme of the University of Turku and the MediCity laboratory.
The Nomination Committee also announces as its recommendation that the following remunerations be paid to the Board of Directors:
As an annual fee for the term of office of the Board of Directors, the Chairman would receive EUR 72,000, the Vice Chairman would receive EUR 49,000 and the other members would receive EUR 36,000 each. As a fee for each meeting attended, the Chairman would receive EUR 1,200, the Vice Chairman would receive EUR 900 and the other members would receive EUR 600 each. In accordance with previously adopted practice, the Chairman would have a telephone as a fringe benefit, and the travel expenses of all Board members would be paid in accordance with the travel policy of the company. The afore-mentioned fees would also be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended.
Of the annual fee, 60% would be paid in cash and 40% in Orion Corporation B-shares, which would be acquired to the members during 30 March - 3 April 2009 from the stock exchange in amounts corresponding to EUR 28,800 for the Chairman, EUR 19,600 for the Vice Chairman and EUR 14,400 for each of the other members. The part of the annual fee that is to be paid in cash corresponds to the approximate sum necessary for the payment of the income taxes on the fees and would be paid no later than 30 April 2009. The annual fees shall encompass the full term of office of the Board of Directors.
The Nomination Committee states that it has not given its recommendation for the remunerations to the Board of Directors, but the matter will be proposed by a shareholder at the AGM of 2009.
Timo Lappalainen Olli Huotari
President and CEO Senior Vice President, Corporate Functions
Orionintie 1A, FI-02200 Espoo