Electing the Nomination Board and its Chair
Harvia’s Annual General Meeting resolved on 2 April 2020 that a Shareholders’ Nomination Board shall be established to prepare proposals concerning the election and remuneration of the Board members as well as the remuneration of the members of the various Board committees that will be submitted to future Annual General Meetings and to any Extraordinary General Meetings where necessary.
The Shareholders’ Nomination Board is comprised of representatives appointed by the company’s four largest shareholders. Each year, those four shareholders that hold the largest share of the votes conferred by all shares in the company on the first working day of the September preceding the applicable Annual General Meeting pursuant to the shareholders’ register maintained by Euroclear Finland Ltd are entitled to appoint members that represent the shareholders.
The Chair of the Board of Directors will request the four largest shareholders, which will be determined as stated above, to each appoint one member to the Shareholders’ Nomination Board. In the event that a shareholder has divided its holdings e.g. between several funds or its holdings are registered in several registers and the shareholder is obliged, under the Finnish Securities Markets Act, to take these holdings into consideration when disclosing any changes in its ownership shares (flagging obligation), all of the holdings of such a shareholder will be taken into consideration when calculating its share of all votes in order to determine whether the said shareholder is entitled to appoint a member to the Shareholders’ Nomination Board if the shareholder submits a written request to the Chairperson of the Board of Directors to that effect on the 31st day of the August preceding the applicable Annual General Meeting.
In the event that two or more shareholders hold equal ownership shares and the representative of both or all shareholders cannot be appointed to serve on the Shareholders’ Nomination Board, the right to appoint a representative to the Shareholders’ Nomination Board will be decided by drawing lots.
If a shareholder does not wish to exercise its right of appointment, the right will be transferred to the next largest shareholder that would otherwise not have the right of appointment.
The Chair of the Board of Directors will convene the first meeting of each term of office of the Shareholders’ Nomination Board, and the representative of the largest shareholder will be appointed as the Chair of the Shareholders’ Nomination Board, unless the Shareholders’ Nomination Board specifically decides otherwise. In the event that the representative of one of the largest shareholders simultaneously serves as the Chair of the company’s Board of Directors, they cannot be appointed as the Chair of the Shareholders’ Nomination Board, but they can serve as a member thereof as a representative of the relevant shareholder. Once the Shareholders’ Nomination Board has been elected, the company will publish a stock exchange release to announce the composition thereof.
The Shareholders’ Nomination Board has been established to operate until further notice, i.e. until the General Meeting decides otherwise. The term of office of the members of the Shareholders’ Nomination Board will end upon the appointment of the members of the new Shareholders’ Nomination Board. The members of the Shareholders’ Nomination Board will not receive any compensation for acting as a member thereof. The members will be compensated for their travel costs in accordance with the company’s travel policy. In order to carry out its duties and where necessary, the Shareholders’ Nomination Board may retain the services of external experts whose costs are subject to the approval of the company.
On 9 September 2024, Harvia announced that the following persons were appointed as members of the Shareholders’ Nomination Board:
- Juho Lipsanen (Onvest Oy, Board Member)
- Minna Laaksonen (WestStar Oy, CFO)
- Janne Kujala (Head of Nordic Equities, Evli Finnish Small Cap Fund), and
- Josefin Degerholm (Chief Executive Officer, Nordea Funds Ltd).
Heiner Olbrich, Chair of the company’s Board of Directors, serves as an expert in the Nomination Board but is not a member.
Duties of the Nomination Board
The duties of the Shareholders’ Nomination Board are defined in the Charter of the Shareholders’ Nomination Board.
The Shareholders’ Nomination Board shall prepare, present, and justify its proposals to the Annual General Meeting regarding the remuneration, number, and members of the Board of Directors. The primary task of the Shareholders’ Nomination Board is to submit its proposals to be made to the Annual General Meeting to the company’s Board of Directors annually, no later than on 31st day of January preceding the Annual General Meeting.
The Shareholders’ Nomination Board shall keep the proposals confidential until the company has published them. The provisions of the Finnish Securities Markets Act and the Market Abuse Regulation apply to any insider information potentially received by the members of the Shareholders’ Nomination Board.
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