Bli medlem
Bli medlem

Du är här

2016-01-22

Alma Media: Proposal by the Nomination Committee of Alma Media's Shareholders for the composition and remuneration of the Board of Directors

of Alma Media Corporation

Alma Media Corporation Stock Exchange Release 22 January 2016 at 1:50 pm (EET)

PROPOSAL BY THE NOMINATION COMMITTEE OF ALMA MEDIA'S SHAREHOLDERS FOR
THE COMPOSITION AND REMUNERATION OF THE BOARD OF DIRECTORS OF ALMA
MEDIA CORPORATION

The General Meeting of Shareholders of Alma Media Corporation, held on
17 March 2015, decided, on proposal of the Board of Directors of Alma
Media Corporation, to set up the Nomination Committee composed of
Alma Media's Shareholders. The Nomination Committee's duties include
preparing proposals related to the election and remuneration of the
member of the Board of Directors to the Annual General Meeting.

The Nomination Committee was set up on 3 November 2015. Based on the
ownership situation on 30 September, the following representatives of
the four largest shareholders were be appointed to members of the
Nomination Committee: Timo Aukia, Chairman of the Board of Directors,
Ilkka Group; Niklas Herlin, Chairman of the Board of Directors,
Mariatorp; Carita Antell, Member of the Board of Directors, Kaleva;
and Timo Sallinen, Head of Listed Securities, Varma Mutual Pension
Insurance Company. In addition, the Chairman of the Board of
Directors of Alma Media Corporation, Harri Suutari, has acted as an
expert member in the Nomination Committee. The Nomination Committee
elected Timo Aukia as its Chair, and as Secretary, General Counsel
Mikko Korttila.

Proposals by the Nomination Committee

The Nomination Committee has submitted their proposals to Alma Media's
Board of Directors, to be presented to the Annual General Meeting of
2016.

The number of members and composition of the Board of Directors

The Nomination Committee proposes to the Annual General Meeting of
Alma Media Corporation, scheduled to be held on 17 March 2016, that
the number of the members of the Board be confirmed to be seven.

Of the current Board Members, Perttu Rinta and Erkki Solja have
announced that they will be unavailable as members of the Board of
Alma Media Corporation.

The Nomination Committee proposes that the current Board members be
re-elected for the new term of office, extending until the end of the
subsequent Annual General Meeting: Niklas Herlin, Esa Lager, Petri
Niemisvirta, Catharina Stackelberg-Hammarén and Harri Suutari. The
Committee also proposes that Matti Korkiatupa, Managing Director
Ilkka Yhtymä Oyj, and Mitti Storckovius, Head of Business Analytics
in Devices Marketing at Microsoft to be elected as new Board members
for the same term of office.

Matti Korkiatupa (b. in 1955, agronomist) has acted as Managing
Director of Ilkka Yhtymä Oyj since 1999. Korkiatupa is a Member of
the Board of Arena Partners Ltd, Alma Mediapartners Ltd, Lännen Media
Oy, and the Finnish Newspapers Association.

Mitti Storckovius (b. in 1971, Master of Political Sciences, MBA) held
positions at Nokia Ltd between 2004-2014, and since 2014 assumed
responsibility for the planning of Microsoft's phone business and
marketing analytics.

All proposed members of the Board of Directors have given their
permission for their election. Current members' personal information
and information on their positions of trust can be found on the
company website at
http://www.almamedia.fi/en/investors/governance/board-of-directors.

Shareholders representing more than half of Alma Media shares and
voting rights have notified that they support the Nomination
Committee's proposal.

Proposal for the remuneration of the Board of Directors

The Nomination Committee proposes that the remuneration of the Board
of Directors be raised, as it has remained unchanged since 2011, and
that the following annual fees be paid to the members of the Board of
Directors to be elected at the Annual General Meeting for the term of
office ending at the close of the Annual General Meeting of 2017: to
the Chair of the Board of Directors, 40,000 (previously, 33,000)
euros per year; to the Vice Chair, 32,000 (previously, 27,000) euros
per year, and to the members, 27,000 (previously, 22,000) euros per
year.

The Chair of the Board of Directors, as well as the Chairs of the
various Committees, will also be paid 1,000 euros; to the Vice
Chairs, 700 euros; and to the members, 500 euros for those meetings
of the Board or the Committees which they attend, in accordance with
the decision taken at the 2015 Annual General Meeting. Travel
expenses of the members of the Board are proposed to be compensated
in accordance with Alma Media's travel regulations.

In accordance with a decision of the Annual General Meeting, Board
members acquire a number of Alma Media Corporation shares in the
regulated market, at a price determined by the Helsinki Stock
Exchange, corresponding to approximately 40 per cent of the full
amount of the annual remuneration for Board members, taking into
account tax withheld in advance. Members of the Board are obligated
to arrange the acquisition of the shares within two weeks of the
release of the first quarter 2016 interim report or, if this is not
possible because of insider trading regulations, at the earliest
possible time thereafter. If it was not possible to acquire the
shares by the end of 2016 for a reason such as pending insider
transactions, the remuneration shall be paid in cash. Shares thus
acquired may not be transferred until the recipient's membership in
the Board has ended. The company is liable to pay any asset transfer
taxes potentially ensuing from the acquisition of shares.

The above-mentioned proposals will also be included in the summons to
the Annual General Meeting, to be published later.

For more information, please contact:
Timo Aukia on +358 400 764 363, Chairman of the Nomination Committee

Alma Media Corporation
Communications

Distribution:
NASDAQ Helsinki, main media, www.almamedia.fi

Alma Media in brief

Alma Media is a media company focusing on digital services and
publishing. In addition to news services, the company's products
provide useful information related to lifestyle, career and business
development. The services of Alma Media have expanded from Finland to
the Nordic countries, the Baltics and Central Europe. In 2014, the
company employed an average of 1,830 professionals (excluding
deliverers), of whom approximately one quarter worked outside
Finland. Alma Media's revenue in 2014 totalled approximately EUR 295
million. Alma Media's share is listed on NASDAQ Helsinki. Read more
at www.almamedia.com.

-----------------------------------------------------------
http://news.cision.com/alma-media/r/proposal-by-the-nomination-committee...

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.