Glaston: proposal for composition and remuneration of the Board of Directors

Proposal for the composition of the Board of Directors
The Nomination Board of Glaston Corporation proposes to the Annual General Meeting, due to be held on 2 April 2020, that the number of members of the Board of Directors be seven (7) until closing of the Annual General Meeting 2021, and that

  • Teuvo Salminen, Sebastian Bondestam, Antti Kaunonen, Sarlotta Narjus, Kai Mäenpää and Tero Telaranta be re-elected as Members of the Board of Directors and that
  • Mr. Michael Willome would be elected as a new member of the Board of Directors.

Michael Willome is the Group CEO at global industrial holding company Swiss Conzzeta AG since 2016, he has a broad global business experience. Prior to his current position he has held various management positions in global companies like speciality chemical company Clariant AG and healthcare company Novartis. In addition, he has extensive experience from the glass processing industry, as Bystronic glass was part of the Conzzeta group 1994−2019. Mr. Willome holds a degree from the University of St. Gallen in Business Administration (lic. oec.), M.A. and he is a Swiss citizen.

According to the Company’s Articles of Association, the Board of Directors elects from among its members a Chairman and Deputy Chairman. The Nomination Board recommends that Teuvo Salminen continues as Chairman of the Board of Directors and Sebastian Bondestam as Deputy Chairman.

Proposal for the remuneration of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the remuneration of the Members of the Board of Directors remain unchanged and that accordingly the annual remuneration of the Members of the Board of Directors be as follows:

  • Chairman of the Board 60,000 EUR,
  • Deputy Chairman of the Board 40,000 EUR,
  • other Members of the Board 30,000 EUR.

In addition, the Nomination Board proposes that meeting fees be paid, in accordance with earlier practice, for each meeting of the Board of Directors that a Member of the Board has attended as follows:

  • the Chairman of the Board be paid 800 for meetings held in the Chairman’s home country and 1,500 EUR for meetings held elsewhere
  • other Members of the Board 500 EUR for meetings held in the home country of the respective member and 1,000 EUR for meetings held elsewhere
  • for per capsulum Board Meetings, the meeting fee is proposed to be half of the normal fee.

It is also proposed that each Member of the Board be compensated for travel and accommodation costs and direct expenses arising from their work for the Board of Directors in line with the company’s normal practice.

Furthermore, the Nomination Board proposes to the Annual General Meeting that the meeting fee for the Renumeration and Audit Committees remain unchanged, and it is proposed that the Chairman of the Audit Committee be paid annual remuneration of 10,000 EUR and the Chairman of the Remuneration Committee be paid annual remuneration of 7,500 EUR, and in addition, that a meeting fee of 500 EUR be paid to all Members for each meeting attended.

Chairman of the Board Teuvo Salminen did not participate in decision-making when the Nomination Board made its proposal on the number of Members of the Board and the Board of Directors’ composition and remuneration.

Nomination Board
The Nomination Board consists of the representatives of the four largest shareholders and also, as an expert member, the Chairman of the Board of Glaston Corporation.

Based on the ownership situation on 1 September 2019, Glaston’s Nomination Board consists of the following members: Lasse Heinonen, Chairman (nominated by AC Invest Eight B.V.), Jaakko Kurikka (nominated by Hymy Lahtinen Oy), Pekka Pajamo (nominated by Varma Mutual Pension Insurance Company) and Esko Torsti (nominated by Ilmarinen Mutual Pension Insurance Company).

The candidate information is available on the company website www.glaston.net/Investors. All candidates have given their consent to the election.