The shareholders' Nomination Board assists the Annual General Meeting in the nomination of members for Sponda's Board of Directors and with regard to their compensation.
The permanent shareholders’ Nomination Board appointed by the Annual General Meeting on 18 March 2013 prepares proposals on candidates for the Board of Directors and their compensation for the next Annual General Meeting.
The Nomination Board consists of three members appointed by the shareholders. In addition, the Chairman of the Board of Directors shall act as an expert member of the Nomination Board. The three shareholders who are entered in the company’s shareholders’ register maintained by Euroclear Finland Ltd and whose portion of the votes produced by all the shares in the company according to the shareholders’ register are the greatest on 30 September of the calendar year preceding the Annual General Meeting have the right to appoint members representing shareholders. If a shareholder does not wish to exercise its right to appoint a member to the Nomination Board, the right shall be transferred to the next largest shareholder according to the shareholders' register who otherwise would not have the right to appoint a member.
The Nomination Board is convened by the Chairman of the Board of Directors. The member appointed by the largest shareholder shall act as the Chairman of the Nomination Board, unless otherwise decided by the Nomination Board. The Nomination Board shall submit its proposal to the Board of Directors by 30 January before the Annual General Meeting.
The three largest shareholders (holdings on 30 September 2013) and their representatives on the Nomination Board were:
- Oy PALSK Ab, 14.89% of the shares and votes, represented by Kaj-Gustaf Bergh, B.Sc. (Econ.), LL.M., (b. 1955) Managing Director, Föreningen Konstsamfundet r.f.;
- Varma Mutual Pension Insurance Company, 10.27% of the shares and votes, represented by Risto Murto, (b. 1963), Ph.D. (Econ.), Chief Investment Officer, Deputy CEO, Varma Mutual Pension Insurance Company;
- HC LPN Holding Oy Ab, 9.89% of the shares and votes, represented by Peter Therman, (b. 1968), M.Sc. (Econ.), President and CEO, Karelia-Upofloor Oy.
All members of the Nomination Board are independent of the company.