Recommendation by the Nomination Committee concerning Board of Directors to be elected by the 2010 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 2010 concerning the composition of the Board of Directors to be elected. The Nomination Committee consists of the following members: Timo Maasilta, Chairman, Kari Jussi Aho, Matti Kavetvuo, Timo Ritakallio and Jukka Ylppö. The Committee recommends that the following proposal be presented to the AGM of 2010:
The number of Board members would be six. Of the present members, Sirpa Jalkanen, Eero Karvonen, Matti Kavetvuo, Hannu Syrjänen and Jukka Ylppö would be re-elected and Heikki Westerlund, M.Sc. (Econ.) would be elected as a new member for the next term of office. Hannu Syrjänen would be elected as Chairman.
Heikki Westerlund, M.Sc. (Econ.), born 1966, is the CEO of CapMan Plc, a listed company with operations in the Nordic countries and Russia. He has 20 years of experience of Private Equity investments as well as from corporate development assignments and board memberships. Heikki Westerlund has been CEO of CapMan Plc since 2005. He is Senior Partner in CapMan and has worked in the company since 1994 heading the Technology and Buyout teams, among others. In 1990-1994 he worked as Project Manager for Sitra. Heikki Westerlund is the Chairman of the Board of the Finnish Venture Capital Association and a member of the Board of Directors of Lumene Oy. His earlier positions of trust include board memberships in Aldata Solution, Satama Interactive and Nexor Superstore, a.o.
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 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 29 March - 1 April 2010 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 2010. 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 2010.
Timo Lappalainen Olli Huotari
President and CEO Senior Vice President, Corporate Functions
Matti Kavetvuo, Chairman of the Board of Directors of Orion Corporation, phone +358 50 966 5399
A photograph of Heikki Westerlund is downloadable from http://www.orion.fi/westerlund
Orionintie 1A, FI-02200 Espoo