Shareholders' Nomination Board

The Annual General Meeting in 2023 decided to establish a permanent shareholders’ nomination board (the “Nomination Board”) to prepare the election and remuneration of the Board of Directors.

Composition and operation of the Nomination Board

The Nomination Board has three members. The Chair of the company’s Board of Directors participates in the work of the Nomination Board as an expert without the right to participate in the Nomination Board’s decision making. The members of the Nomination Board are appointed by the three largest shareholders, each of whom has the right to appoint one member. The number of shares owned by the shareholders is determined on the basis of the company’s shareholder register in accordance with the situation on the last business day of the August preceding the Annual General Meeting, in a manner set forth in more detail in the charter. The Nomination Board must make its decisions unanimously. If unanimity cannot be reached, the Nomination Board must inform the Board of Directors of this without delay.

The duties of the Nomination Board are

  • to prepare and present a proposal to the General Meeting for the number of members of the Board of Directors,
  • to prepare and present a proposal to the General Meeting for the Chair, Vice Chair and other members of the Board of Directors,
  • to prepare and present a proposal to the General Meeting for the remuneration of the members of the Board of Directors (including the Chair and the Vice Chair) in accordance with the remuneration policy for governing bodies,
  • to respond in the General Meeting to the shareholders’ questions concerning the proposals prepared by the Nomination Board,
  • to prepare and see to it that the company has up to date principles on the diversity of the Board of Directors and
  • to see to the successor planning for the members of the Board of Directors.

The composition of Raute’s Shareholders’ Nomination Board 2024-2025

According to the charter of the Nomination Board, the Chairperson of the Board of Directors has requested the three largest shareholders in accordance with the situation on the last business day of August 2024 to appoint a member to the Nomination Board. The third, the fourth and the fifth largest shareholders have withdrawn from right to nominate a member to the Nomination Board.

The following members have been appointed to Raute Corporation’s Shareholders' Nomination Board:

Pekka Suominen (directly and indirectly by proxies)
Göran Sundholm
Kustaa Poutiainen (appointed by Stephen Industries Inc.)

Laura Raitio, the Chair of the Board of Directors of Raute, serves as an expert in the Nomination Board without being a member.

The term of the members of the Nomination Board ends upon the appointment of new members of the Nomination Board in 2025.

The Charter of the Shareholders' Nomination Board is available via the link: Charter of the Shareholders' Nomination Board.