Uponor Corporation Stock exchange release 25 January 2022 12:00 EET
Proposals by Uponor Nomination Board to the Annual General Meeting 2022
The Uponor Nomination Board proposals to the Annual General Meeting, to be held in Helsinki, Finland on 15 March 2022, are the following:
REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
The Nomination Board proposes to the General Meeting that the yearly remuneration to the members of the Board of Directors shall be increased and to be:
€100,000 (2021: €90,000) for the Chair of the Board,
€58,000 (2021: €51,000) for the Deputy Chair of the Board,
€58,000 (2021: €51,000) for the Chair of the Audit Committee,
€58,000 for the Chair of the Personnel and Remuneration Committee (only in case she/he is not the Chair of the Board as well) and
€48,000 (2021: €46,000) for other members of the Board.
The Nomination Board proposes that approximately 40% of the remuneration shall be paid by acquiring Uponor Corporation’s shares in public trading for the Board member or by conveying Uponor Corporation’s shares held by the company (and then the rest shall be paid in cash) or, alternatively, by paying the full remuneration in cash and obliging the Board member to use approximately 40% of the remuneration paid in cash to acquire Uponor Corporation’s shares in public trading. The yearly Board remuneration shall be paid within two weeks after the publication of the company’s half-year report for January-June 2022. In case the full remuneration is paid in cash, a Board member shall make the purchase of shares within two weeks after the publication of the company’s interim report for January-September 2022.
The Nomination Board proposes that travel expenses related to Board meetings shall be paid according to the travel policy of the company.
The Nomination Board further proposes that a remuneration per each actual board and committee meeting (excluding decisions without a meeting) shall be paid to the members of the Board of Directors amounting to €800 (2021: €600) for meetings held at the country of residence of the member, €1,600 (2021: €1,200) for meetings held elsewhere on the same continent, and €3,000 (2021: €2,400) for meetings held on another continent. The remuneration for telephone meetings shall be the remuneration for meetings held at the country of residence of the member. The additional remuneration (2021: €600) for the Chairs of the Board and the Board committees to be paid for each respective meeting shall be removed.
NUMBER OF THE BOARD MEMBERS
The Nomination Board proposes that the number of Board members remains at six.
ELECTION OF THE MEMBERS AND CHAIR OF THE BOARD OF DIRECTORS
The Nomination Board resolved to propose to the General Meeting that Ms Pia Aaltonen-Forsell, Mr Johan Falk, Mr Markus Lengauer, Mr Michael Marchi and Ms Annika Paasikivi, currently members of the Board of Directors, be re-elected as members of the Board of Directors.
Casimir Lindholm has notified that he is no longer available for re-election.
The Nomination Board proposes that Ms Susanne Skippari (b.1974, Master of Science (Econ.)) be elected as a new member of the Board of Directors for the following term of office. She is currently working as Executive Vice President, Human Resources at KONE and is a member of KONE’s Executive Board. Ms Skippari has been working in various HR roles in KONE and Nokia. She has gained vast experience in strategy creation and execution, in leveraging culture, resourcing and talent to competitive advantage.
With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at the company, in line with a good Nordic governance model, the Shareholders’ Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company, that the Board diversity principles are observed, and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.
Further, the Nomination Board proposes that Annika Paasikivi will be elected Chair of the Board of Directors.
Uponor’s Nomination Board consists of the following persons: Ville Kivelä (representing Oras Invest Oy), Henrika Vikman (Nordea Funds Oy) and Reima Rytsölä (Varma Mutual Pension Insurance Company) as well as Annika Paasikivi (expert member).
For further information, please contact:
Ville Kivelä, Chairman of the Nomination Board
Tel: +358 10 2868 100
Reetta Härkki, General Counsel, Uponor Corporation
Tel: +358 20 129 2835
Uponor in brief
Uponor is rethinking water for future generations. Our offering, including safe drinking water delivery, energy-efficient radiant heating and cooling and reliable infrastructure, enables a more sustainable living environment. We help our customers in residential and commercial construction, municipalities and utilities, as well as different industries to work faster and smarter. Uponor employs about 3,700 professionals in 26 countries in Europe and North America. In 2020, Uponor's net sales totalled approximately €1.1 billion. Uponor Corporation is based in Finland and listed on Nasdaq Helsinki. www.uponorgroup.com