Shareholders’ Nomination Board
MEMBERS OF THE SHAREHOLDERS' NOMINATION BOARD
The following members have been appointed to Nokian Tyres’ Shareholders' Nomination Board 2024:
- Mr. Petter Söderström (Investment Director, Solidium Oy), appointed by Solidium Oy (since January 7, 2025)
- Mr. Mikko Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company), appointed by Ilmarinen Mutual Pension Insurance Company
- Ms. Marie Karlsson (Chief Investment Officer, Nordic, Finnish and Swedish Equities at Nordea Asset Management), appointed by Nordea funds
- Mr. Timo Sallinen (Director, Head of Listed Securities, Varma Mutual Pension Insurance Company), appointed by Varma Mutual Pension Insurance Company
- Mr. Jukka Hienonen, Chairman of the Board, Nokian Tyres plc
what is the shareholders' nomination board?
Nokian Tyres' Annual General Meeting 2020 decided to establish a Shareholders’ Nomination Board to prepare proposals to the General Meeting concerning the election and remuneration of the Board of Directors. In addition, the AGM decided to approve the Charter of the Shareholders’ Nomination Board.
The duties of the Nomination Board consist of the preparation of proposals to the General Meeting concerning
- the number of members of the Board
- Board composition, Chairman and possible Deputy Chairman of the Board and
- the remuneration of the members of the Board and the Board committees.
In addition, the Nomination Board seeks prospective successor candidates for the members of the Board. When surveying successor candidates, the Nomination Board takes into account the following issues
- independence of the Company and of significant shareholders of the Company
- Board’s capability to efficiently carry out its tasks
- requirements set by the Company’s operations and its stage of development
- candidate’s qualification for the task and ability to devote sufficient amount of time for the Board duties
- diversity: gender, age, nationality, complementary expertise, education, expertise in different professional areas and industry sectors, leadership experience and personal capacities.
Charter of the Shareholders' Nomination Board is available as a pdf below:
Charter of the Shareholders’ Nomination Board (pdf)
COMPOSITION OF THE NOMINATION BOARD
The Nomination Board consists of five members of which four members represent the Company’s four largest shareholders who on the first banking day of June each year are the largest shareholders as determined on the basis of the shareholders’ register of the Company maintained by Euroclear Finland Ltd. and wish to nominate a member to the Nomination Board. The fifth member of the Nomination Board is the Company’s Chairman of the Board. Proposals that have been supported by at least three members of the Nomination Board, shall constitute the proposals of 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 addressed to the Board by the first banking day of June, 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 determining 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 addressed to the Board by the first banking day of June.
The Nomination Board is established to operate until abolished by the decision of the General Meeting. The term of the members of the Nomination Board shall end upon the nomination of the following Nomination Board in accordance with the Charter of the Nomination Board. The members of the Nomination Board are not entitled to remuneration from the Company on the basis of their membership unless otherwise decided by the General Meeting.
The term of the members of the Nomination Board shall end upon the nomination of the following Nomination Board in accordance with the Charter.