Recommendation by the Nomination Committee concerning Board of Directors to be elected by the 2014 AGM of Orion Corporation
The Nomination Committee of Orion Corporation has given on 30 January 2014 its recommendation to the Board of Directors of the company for the proposal to the Annual General Meeting of 2014 concerning the composition of the Board of Directors to be elected. The Committee recommends that the following proposal be presented to the AGM of 2014:
The number of Board members would be seven.
The present Board members, Sirpa Jalkanen, Eero Karvonen, Timo Maasilta, Hannu Syrjänen, Heikki Westerlund and Jukka Ylppö would be re-elected and Mikael Silvennoinen, M. Sc. (Economics) would be elected as a new member for the next term of office.
Hannu Syrjänen would be re-elected as Chairman.
Mikael Silvennoinen, M. Sc. (Economics), born 1956, is the executive chairman of IMS Talent Oy. Silvennoinen has over 20 years experience of management positions in Pohjola Bank Plc, lastly (1997-2013) as the President and CEO and Chairman of the Executive Committee of the bank. Previously he has worked in various treasury positions in Wärtsilä Corporation, lastly as a Group treasurer. Silvennoinen is the Chairman of the Board of IMS Talent Oy and a board member in Konecranes Plc and The Finnish Foundation for Share Promotion (Suomen Pörssisäätiö). His earlier positions of trust include among others position of Chairman of the Board of Directors in Pohjola Insurance Ltd, Pohjola Asset Management Ltd and Helsinki OP Retail Bank Plc as well as board memberships in Pohjola Group Oyj and Unico Banking Group.
The Nomination Committee also announces as its recommendation that the following remunerations be paid to the Board of Directors:
As an annual fee, 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 31 March-4 April 2014 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 2014. 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.
The Nomination Committee has consisted of the following members: Matti Kavetvuo, Chairman, Kari Jussi Aho, Timo Ritakallio, Seppo Salonen, Hannu Syrjänen and Jukka Ylppö.
| Timo Lappalainen |
President and CEO
| Olli Huotari |
SVP, Corporate Functions
Hannu Syrjänen, Chairman of the Board of Directors of Orion Corporation
phone +358 400 454 885
A photograph of Mikael Silvennoinen is downloadable from:
Orionintie 1A, FI-02200 Espoo, Finland
Orion is a globally operating Finnish company developing pharmaceuticals and diagnostic tests - a builder of well-being. Orion develops, manufactures and markets human and veterinary pharmaceuticals, active pharmaceutical ingredients and diagnostic tests. The company is continuously developing new drugs and treatment methods. Pharmaceutical R&D focuses on central nervous system drugs, oncology and critical care drugs, and Easyhaler® pulmonary drugs.
Orion's net sales in 2012 amounted to EUR 980 million and the company had about 3,500 employees. Orion's A and B shares are listed on NASDAQ OMX Helsinki.