Shareholders’ Nomination Board
Shareholders’ Nomination Board
The EGM resolved to establish a Shareholders’ Nomination Board consisting of major shareholders of the company or persons appointed by such shareholders, for preparing, annually and otherwise when appropriate, proposals concerning the composition, election and the remuneration of the members of the Board of Directors of the company. The Nomination Board will be established and the charter of the Nomination Board will enter into force upon the Board of Directors having made the decision to complete the Listing. The Nomination Board will operate and the charter of the Nomination Board will apply until otherwise resolved by the General Meeting.
The Nomination Board consists of three natural persons nominated by the shareholders. The members of the Nomination Board shall represent the company’s three largest shareholders who (i) represent the largest number of votes out of all shares in the company on the first banking day of September each year (the “Assessment Day”) as determined on the basis of the shareholder register of the company maintained by Euroclear Finland, and (ii) wish to nominate a member to the Nomination Board. If two or more shareholders have the same number of shares and cannot all have the right to nominate one of the members of the Nomination Board, the right to nominate is determined by the drawing of lots among such shareholders by the Chairman of the Board of Directors.
The Chairman of the Board of Directors acts as an expert member in the Nomination Board. The Chairman of the Board of Directors is not an official member of the Nomination Board and does not have any voting right, but he/she has the right to attend the meetings of the Nomination Board and receive the relevant material for such meetings. It is the duty of the Chairman of the Board of Directors to ask each of the three largest shareholders to nominate one member to the Nomination Board. If a shareholder does not wish to exercise his or her right to nominate a member to the Nomination Board, the nomination right will be transferred, in accordance with the shareholder register, to the next largest shareholder who would not otherwise be entitled to nominate a member to the Nomination Board.
If a shareholder who would have the obligation to notify the company of certain changes in shareholding under the Finnish Securities Markets Act (flagging obligation), presents a written request directed to the Board of Directors at the latest on the Assessment Day, the holdings of a corporation or a foundation controlled by such shareholder or such shareholder’s holdings in several funds or registers will be combined when calculating the nomination right. A holder of nominee-registered shares will be taken into account when determining the composition of the Nomination Board if the holder of nominee-registered shares presents a written request concerning the issue directed to the Board of Directors at the latest on the Assessment Day.
Each shareholder entitled to nominate a member to the Nomination Board shall endeavor to elect a person who has the qualifications and experience necessary to meet the responsibilities and duties of the Nomination Board. The term of the members of the Nomination Board shall end upon the appointment of the following Nomination Board in accordance with the charter of the Nomination Board.
Nomination Board in 2019-2020
In deviation from the Assessment Day set out above, for the purposes of the Annual General Meeting to be held in 2020, the assessment day was the first banking day of January 2020. The 2019–2020 Optomed Nomination Board consists of the following individuals:
- Hai Wu (Managing Partner at Cenova Capital, appointed by Cenova Capital)
- Jarmo Malin (CEO at Auratum Group, appointed by Aura Capital Oy)
- Ville Talasmäki (Head of Allocation at Sampo Plc, appointed by Mandatum Life Insurance Company)
Petri Salonen (chairman of Optomed’s Board of Directors) serves as the Nomination Board’s expert member and Jarmo Malin acts as the chairman of the Nomination Board.