Recommendation by the Nomination Committee concerning Board of Directors to be elected by the 2012 AGM of Orion Corporation
Orion Corporation Stock Exchange Release 30 January 2012 at 12.35 EET
The Nomination Committee of Orion Corporation has given on 30 January 2012 its recommendation to the Board of Directors of the company for the proposal to the Annual General Meeting of 2012 concerning the composition of the Board of Directors to be elected. The Committee recommends that the following proposal be presented to the AGM of 2012:
The number of Board members would be six. Of the present members, Sirpa Jalkanen, Eero Karvonen, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö would be re-elected and Timo Maasilta, M.Sc. (Tech.) would be elected as a new member for the next term of office. Hannu Syrjänen would be re-elected as Chairman.
Of the present members, Matti Kavetvuo has reached the age of 67 and therefore cannot be elected member of the Board of Directors according to the Articles of Association.
Timo Maasilta, M.Sc. (Tech.), born 1954, is the Managing Director of an investment company Tukinvest Oy and the Managing Director of Maa- ja vesitekniikan tuki ry. He has over 25 years experience in management and board-level positions. Maasilta holds many positions of trust, among others Chairman of the Board of Directors of Maa- ja vesitekniikan tuki ry and Chairman of the Board of Directors of Tuen Kiinteistöt Oy. Between 1991 and 2002, he was a Member of the Supervisory Board of Orion Corporation and between 2004 and 2011 the Chairman of the Nomination Committee of Orion Corporation. His earlier positions of trust include among others board memberships in Amer Sports Corporation, Ompus Inc. and Amer Cultural Foundation.
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 76,000, the Vice Chairman would receive EUR 51,000 and the other members would receive EUR 38,000 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 aforementioned 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 26-30 March 2012 from the stock exchange in amounts corresponding to EUR 30,400 for the Chairman, EUR 20,400 for the Vice Chairman and EUR 15,200 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 2012. The annual fees shall encompass the full term of office of the Board of Directors.
The Nomination Committee 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 2012.
The Nomination Committee has consisted of the following members: Matti Kavetvuo,Chairman, Kari Jussi Aho, Timo Ritakallio, Seppo Salonen, Hannu Syrjänen and Jukka Ylppö.
President and CEO
| Olli Huotari|
Senior Vice President, Corporate Functions
Matti Kavetvuo, Chairman of the Nomination Committee of Orion Corporation, phone +358 50 591 0744
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, oncology and critical care drugs, and Easyhaler® pulmonary drugs.
The Group's net sales in 2010 amounted to EUR 850 million. The Company invested EUR 86 million in research and development. At the end of 2010, the Group had about 3,100 employees, of whom 2,500 worked in Finland and the rest in other countries. Orion's A and B shares are listed on NASDAQ OMX Helsinki.