The Shareholders' Nomination Board, established by Stora Enso’s Annual General Meeting (AGM), will propose to the AGM to be held on 14 March 2019 that the company's Board of Directors shall have nine (9) members.
The Shareholders’ Nomination Board proposes that of the current members of the Board of Directors –Jorma Eloranta, Elisabeth Fleuriot, Hock Goh, Christiane Kuehne, Antti Mäkinen, Richard Nilsson, Göran Sandberg, and Hans Stråberg be re-elected members of the Board of Directors until the end of the following AGM and that Mikko Helander be elected new member of the Board of Directors for the same term of office.
The Shareholders’ Nomination Board proposes that Jorma Eloranta be elected Chairman and Hans Stråberg be elected Vice Chairman of the Board of Directors.
Anne Brunila has announced that she is not available for re-election to the Board of Directors.
“Anne Brunila has during her tenure as a member of the Board of Directors since 2013 had a positive impact on what Stora Enso has become today. All since the establishment of the Sustainability and Ethics Committee in 2013 Anne has acted as the Chairman of the Committee and has strongly contributed to developing the work of the Committee as well as Stora Enso’s positive progress as a sustainable company. I would like to thank Anne warmly for all her valuable work for Stora Enso,” says Jorma Eloranta, Stora Enso’s Board Chairman and member of the Shareholders’ Nomination Board.
Mikko Helander, M.Sc. (Tech.), born 1960, Finnish citizen, has a strong industrial as well as retail operative background and since January 2015 acts as President and CEO of Kesko Oyj. Prior to his current position, Mr. Helander has acted as CEO of Metsä Board Oyj (2006–2014) and Metsä Tissue Oyj (2003–2006). Previous working experience further includes several positions in Valmet Oyj (1984–1990, 1993–2003) where Mr. Helander among others has acted as head of the operative management in Italy and as the Managing Director of the Valmet Converting business in UK. Mr. Helander has also acted as Managing Director of Kasten Hövik Oy (1990–1993). He is independent of the Company and of its significant shareholders.
The Shareholders’ Nomination Board proposes to the AGM that the annual remuneration for the Chairman of the Board of Directors be increased by approximately 9.7 percent, for the Vice Chairman of the Board of Directors by approximately 5.7 percent and for the members of the Board of Directors by approximately 2.7 percent and be paid as follows:
Board of Directors
Chairman EUR 192 000 (2018: 175 000)
Vice Chairman EUR 109 000 (2018: 103 000)
Members EUR 74 000 (2018: 72 000)
The Shareholders’ Nomination Board also proposes that the annual remuneration for the members of the Board of Directors, be paid in Company shares and cash so that 40% will be paid in Stora Enso R shares to be purchased on the Board members’ behalf from the market at a price determined in public trading, and the rest in cash. The shares will be purchased within two weeks from the publication of the interim report for the period 1 January 2019–31 March 2019 or as soon as possible in accordance with applicable legislation. The Company will pay any costs and transfer tax related to the purchase of Company shares.
The Shareholders’ Nomination Board proposes further that the annual remuneration for the members of the Financial and Audit Committee, the Remuneration Committee and the Sustainability and Ethics Committee be at the same level as in 2018 and be paid as follows:
Financial and Audit Committee
Chairman EUR 20 600
Members EUR 14 400
Chairman EUR 10 300
Members EUR 6 200
Sustainability and Ethics Committee
Chairman EUR 10 300
Members EUR 6 200
The Shareholders’ Nomination Board in 2018 comprised four members: Jorma Eloranta (Chairman of the Board), Hans Stråberg (Vice Chairman of the Board) and two other members appointed by the two largest shareholders, namely Harri Sailas (Solidium Oy) and Marcus Wallenberg (FAM AB). Marcus Wallenberg was elected Chairman of the Shareholders’ Nomination Board.
The main tasks of the Shareholders’ Nomination Board were to prepare the proposals for the AGM 2019 concerning Board members and their remuneration. The Shareholders’ Nomination Board during its working period 2018–2019 convened three (3) times. Each member of the Shareholders’ Nomination Board attended all the meetings.