The Shareholders’ Nomination Board prepares proposals to the Annual General Meeting for the election and remuneration of the members of the Board of Directors and the remuneration of the Board committees and the Nomination Board. The Nomination Board is also responsible for ensuring that the Board of Directors and its members maintain and represent a sufficient level of expertise, knowledge and competence for the needs of the Company.
The Nomination Board comprises representatives of the three largest shareholders of the Company and, in addition, of the Chairman of the Company’s Board of Directors and a person nominated by the Company’s Board of Directors as members. The right to nominate the shareholder representatives lies with those three shareholders whose share of all the voting rights in the Company is on May 31preceding the next Annual General Meeting the largest on the basis of the shareholders’ register of the Company held by Euroclear Finland Ltd. However, holdings by a shareholder who, under the Finnish Securities Market Act, has the obligation to disclose its shareholdings (flagging obligation) that are divided into several funds or registers, will be summed up when calculating the share of all the voting rights, provided that such shareholder presents a written request to that effect to the Chairman of the Company’s Board of Directors no later than on May 30 preceding the next Annual General Meeting. Further, holdings by a group of shareholders, who have agreed to nominate a joint representative to the Nomination Board, will be summed up when calculating the share of all the voting rights, provided that the shareholders in question present a joint written request to that effect together with a copy of such an agreement to the Chairman of the Company’s Board of Directors no later than on May 30 preceding the Annual General Meeting. Should a shareholder not wish to use its nomination right, the right transfers to the next largest shareholder who would otherwise not have a nomination right.
The Chairman of the Board of Directors convenes the first meeting of the Nomination Board and the Nomination Board elects a chairman from among its members. Ahlstrom Corporation's three largest registered shareholders on May 31, 2015 nominated the following persons as their representatives in the Shareholders' Nomination Board of Ahlstrom:
- Thomas Ahlström, representing the combined shareholding of AC Invest B.V., Kai Nahi, Michael Sumelius, Kasper Kylmälä, Peter Seligson and Carl Ahlström amounted to 8,192,439 (17.6%)
- Alexander Ehrnrooth, representing the combined shareholding of Vimpu Intressenter Ab and Belgrano Idiomas Oy totaled 6,171,989 (13.2%)
- Risto Murto, representing the shareholding of Varma Mutual Pension Insurance Company amounted to 1,532,200 (3.3%)
Panu Routila, Chairman of the Board and Jan Inborr, member of the Board, were also members of the Nomination Board.
On June 5, 2015, the Nomination Board elected Thomas Ahlström amongst its members as Chairman.
The Nomination Board shall submit its proposals to the Board of Directors annually, latest on January 31 preceding the next Annual General Meeting.