Recommendation by the Nomination Committee concerning Board of Directors to be elected by the 2011 AGM of Orion Corporation
Orion Corporation Stock Exchange Release 31 Jan 2011 at 12.30 p.m. EET
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 2011 concerning the composition of the Board of Directors to be elected. The Committee recommends that the following proposal be presented to the AGM of 2011:
The number of Board members would be six. The present members, i.e. Sirpa Jalkanen, Eero Karvonen, Matti Kavetvuo, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö would be re-elected for the next term of office. Hannu Syrjänen would be re-elected as Chairman.
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. The travel expenses of the Board members would be paid in accordance with previously adopted practice. 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 4-8 April 2011 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 29 April 2011. 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 2011.
The Nomination Committee has consisted of the following members: Timo Maasilta, Chairman, Kari Jussi Aho, Matti Kavetvuo, Timo Ritakallio, Hannu Syrjänen and Jukka Ylppö.
Timo Lappalainen Olli Huotari
President and CEO Senior Vice President, Corporate Functions
Hannu Syrjänen, Chairman of the Board of Directors of Orion Corporation, phone +358 400 454 885
Orionintie 1A, FI-02200 Espoo
Orion is an innovative European R&D-based pharmaceutical and diagnostic company with a special emphasis on developing medicinal treatments and diagnostic tests for global markets. Orion develops, manufactures and markets human and veterinary pharmaceuticals, active pharmaceutical ingredients and diagnostic tests. Orion's pharmaceutical R&D focuses on the following core therapy areas: central nervous system drugs, cancer and critical care drugs, and Easyhaler® pulmonary drugs.
The Group's net sales in 2009 amounted to EUR 772 million. The Company invested EUR 95 million in research and development. At the end of 2010, the Group had a total of approximately 3,100 employees, of whom 2,450 worked in Finland and 650 in other European countries. Orion's A and B shares are listed on NASDAQ OMX Helsinki.