Metso´s Nomination Board´s proposal for the composition and remuneration of the Board of Directors
Metso Corporation´s stock exchange release on January 11, 2013 at 11.00 a.m.
local time
The Nomination Board established by Metso´s Annual General Meeting proposes to
the next Annual General Meeting, which is planned to be held on March 28, 2013,
that the number of Board of Directors members is eight.
Proposal for the composition of Board of Directors
The Nomination Board proposes to the Annual General Meeting that Jukka Viinanen,
Mikael von Frenckell, Christer Gardell, Ozey K. Horton, Jr., Erkki Pehu-
Lehtonen, Pia Rudengren and Eeva Sipilä would be re-elected as members of the
Board of Directors. It is proposed to elect Jukka Viinanen as Chairman of the
Board of Directors and Mikael von Frenckell as Vice-Chairman of the Board of
Directors.
In addition, the Nomination Board proposes to elect Mikael Lilius as a new
member of the Board of Directors.
Mikael Lilius, B.Sc. (Econ), born 1949, is the Chairman of the Board of
Directors of Wärtsilä Corporation since 2011 (Board member since 2010), the
Chairman of the Board of Directors of Huhtamäki Oyj since 2005 (Board member
1999-2004), the Chairman of the Board of Directors of AMBEA AB since 2011 and a
member of the Board of Directors of Aker Solutions A/S since 2009 and Evli Bank
Ltd since 2010. Mr. Lilius has been the President and CEO of Fortum Oyj in
2000-2009, the President and CEO of Gambro AB in 1998-2000, the President and
CEO of Incentive AB in 1991-1998, the President and CEO of KF Industri AB
(Nordico) in 1989-1991 and worked in various management positions in Huhtamäki
Oyj during the period 1981- 1989 such as the President of the Packing Division
of Huhtamäki in 1986-1989.
Proposal on Board of Directors´ remuneration
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The Nomination Board proposes to the Annual General Meeting that the members of
the Board of Directors to be elected for a term of office ending at the end of
the Annual General Meeting of 2014 would be paid the following annual
remuneration: Chairman of the Board of Directors EUR 100,000; Vice-Chairman of
the Board of Directors and the Chairman of the Audit Committee EUR 60,000; and
other members of the Board of Directors EUR 48,000 each. The Nomination Board
furthermore proposes that for each meeting of the Board of Directors or its
committees a fee of EUR 700 would be paid to the members of the Board that
reside in the Nordic countries, a fee of EUR 1,400 would be paid to the members
of the Board that reside in other European countries and a fee of EUR 2,800
would be paid to the members of the Board that reside outside Europe. The