Metsä Board Corporation announced on 19 March 2020 its decision to cancel the Annual General Meeting convened for 26 March 2020. Metsä Board has thereafter carefully monitored the development of Covid-19 and plans to hold its Annual General Meeting on 11 June 2020. The Notice to the meeting, including guidelines and procedures relating to the meeting will be published later, however three weeks before the meeting at the latest.
The Board of Directors and its Committees have decided not to amend the proposals already made to the Annual General Meeting. As a result then Board of Directors and its Committees propose as follows:
Financial statements
It is proposed that the financial statements and the consolidated financial statements be adopted by the Annual General Meeting.
Consideration of the result for the financial year and dividend
The Board of Directors proposes that, for the financial year 1 January–31 December 2019, a dividend of 0.10 euros per share be paid and, further, that 0.14 euros per share be distributed from the unrestricted equity reserve, altogether 0.24 euros.
The distribution will be paid to shareholders who on the record date for the distribution, 15 June 2020, are recorded in the shareholders’ register held by Euroclear Finland Ltd. The distribution is proposed to be paid on 24 June 2020.
Remuneration of the auditor
The Board of Directors proposes, in accordance with the Audit Committee’s recommendation, that a fee in accordance with the auditor's reasonable invoice, as approved by the Company, be paid to the auditor.
Election of the auditor
The Board of Directors proposes, based on the Audit Committee’s recommendation that KPMG Oy Ab be elected as auditor with Kirsi Jantunen as responsible auditor. The auditor’s term of office shall expire at the end of the next Annual General Meeting.
Remuneration of members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes that the annual remuneration for the members of the Board of Directors be kept unchanged such that the Chairman would be paid EUR 95,000, Vice Chairman EUR 80,000 and ordinary members EUR 62,500 annually and further that a fee of EUR 700 be paid for each attended meeting of the Board of Directors and its Committees. The Committee further proposes that approximately one half of the annual remuneration be paid in the Company’s B-class shares to be acquired from public trading between 15 and 30 June 2020 (or when such transaction can be executed under applicable law), and that the transfer of such shares would be restricted for a period of two years. The Committee finally proposes that an additional remuneration of EUR 800 be paid to the Audit Committee Chairman.
The number of members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes that the number of members of the Board of Directors be nine (9) members.
Composition of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that current Board members Hannu Anttila, Ilkka Hämälä, Kirsi Komi, Kai Korhonen, Liisa Leino and Veli Sundbäck be re-elected and that M.Sc. (Econ), MBA Jukka Moisio and M.Sc. (Agriculture and Forestry) Timo Saukkonen be elected as new members. Further information on existing and proposed Board members is available on the company’s website.
The term of office of the Board members will continue until the end of the next Annual General Meeting.
METSÄ BOARD CORPORATION
Board of Directors