Shareholders’ Nomination Board
The Shareholders’ Nomination Board of Bioretec Ltd is a body consisting of the Company's largest shareholders or members appointed by the largest shareholders, responsible for annually preparing and presenting to the Annual General Meeting and, if necessary, to an Extraordinary General Meeting, proposals on the composition and remuneration of the Board of Directors.
The Shareholders’ Nomination Board consists of three (3) members. The Company's three (3) largest shareholders are entitled to appoint one member each. The three (3) shareholders with the largest number of votes for all shares of the Company on the last business day of August preceding the Annual General Meeting have the right to nominate the members representing the shareholders. The Chair of the Board of Directors shall serve as an expert in the Nomination Board and shall not have a voting right.
The members of the Shareholders’ Nomination Board, the shareholders appointing them and any changes to the composition of the Shareholders’ Nomination Board are published by a company release. The Shareholders’ Nomination Board's proposals are published through a company release and included in the notice of the Annual General Meeting. The Shareholders’ Nomination Board presents and justifies its proposal and reports on its activities to the next Annual General Meeting.
Duties of the Shareholders’ Nomination Board
The duties of the Shareholders’ Nomination Board are, in line with the principles of diversity for the Board:
- to prepare and present to the General Meeting a proposal on the remuneration of the members of the Board of Directors
- to prepare and present to the General Meeting a proposal for the number of members of the Board of Directors in accordance with the Articles of Association
- to prepare and present to the General Meeting a proposal for the members of the Board of Directors
- to identify successor candidates for the members of the Board of Directors
- preparing, reviewing and, if necessary, amending the principles of diversity for the Board of Directors
Composition of the Nomination Board
In September 2024, the following persons were appointed to Bioretec's Shareholders' Nomination Board:
- Kustaa Poutiainen, Chair and Founder of Stephen Industries Inc Oy (Chair)
- Karoliina Lindroos, Head of Responsible Investment of Ilmarinen Mutual Pension Insurance Company
- Marko Berg, Deputy Investment Officer of University of Helsinki
Tomi Numminen, the Chairman of the Board of Bioretec, acts as an expert to the Nomination Board.