Last edited: 8.12.2018

Nomination Committee

Nomination Committee was established on 20th October 2015. The Board of Directors appointed by the Ordinary General Meeting of Robit Plc held on 28th March 2018, chose in its Organizing Meeting held on 28th March 2018 among its members the following persons to the Nomination Committee: Harri Sjöholm (Chair), Kai Seikku and Kalle Reponen.

NOMINATION COMMITTEE’S RULES OF PROCEDURE

1. THE COMPOSITION OF THE COMMITTEE

The board of directors appoints the members and chair of the committee from among its members at the initial board meeting. The committee will have 3–4 members pursuant to the board’s decision.

The majority of the nomination committee’s members must be independent of the company. The managing director or the other management of the company cannot serve as a nomination committee member.

2. THE DUTIES OF THE COMMITTEE

The nomination committee has the following duties:

  • preparing the proposal submitted to the general meeting regarding the appointment and number of board members;
  • preparing the proposal submitted to the general meeting regarding the remuneration of the board members;
  • finding candidates to succeed the current board members; and
  • presenting a proposal to the general meeting regarding the appointment of board members.

The nomination committee also prepares a proposal concerning the board members in connection with the presentation in addition to preparing the assessments of independence that are annually conducted at the initial board meeting. In addition, the nomination committee prepares the company’s diversity policy.

A candidate seeking election to the board of directors must provide the nomination committee with sufficient information for the nomination committee to assess their independence as well as their own assessment of their independence. The nomination committee is also entitled to receive information about the factors affecting the assessment of the independence of the board members as well as any changes thereto in addition to the members’ own assessments of their independence. Furthermore, the nomination committee is entitled to receive information about the results of the assessment of the board’s performance.

The nomination committee keeps confidential all information it has received regarding the factors affecting the independence of the board members and member candidates and the assessment of the board’s performance.

In addition to the aforementioned duties, the nomination committee may also have other duties that serve a purpose in the conduct of the nomination committee’s duties.

The nomination committee is entitled to conduct research on matters that are required for the conduct of its duties and to use the services of external experts and advisers as it sees fit.

The nomination committee may also, to the extent allowed by provisions governing insider information, hear the opinions of shareholders with significant voting rights while preparing the proposal regarding the appointment of board members.

The board of directors is responsible for ensuring that the duties assigned thereby to the committee are carried out. The committee has no independent power to make decisions. The board of directors makes all decisions under its purview as a collective, except for the proposal concerning the composition of the board of directors, which the nomination committee will submit directly to the general meeting.

The nomination committee’s proposal for the composition of the board of directors must be submitted to the board of directors in a manner that ensures that it can be included in the summons to the general meeting.

3. COMMITTEE MEETINGS

The committee will convene as necessary, at least three times a year, in order to prepare the proposals that will be submitted to the general meeting.

Other persons invited by the committee to attend committee meetings may attend these meetings as necessary.

The practices that apply to board meetings will be applied to the committee meetings insofar as they are applicable.

The committee reports on its performance to the board of directors. These reports must include at least a summary of the matters discussed by the committee and the measures undertaken thereby.

4. REMUNERATION FOR SERVING ON THE COMMITTEE

A fee determined by the general meeting will be paid to the members of the committee.

5. INFORMATION THAT WILL BE PUBLISHED ABOUT THE NOMINATION COMMITTEE

The company will publish the names of the members of the committee, the number of meetings held by the committee during the financial year and the average number of times each member (personally) participated in the said meetings in addition to providing a summary of the main facets of the committee’s rules of procedure in its annual report and on its website.