Recommendation by the Orion Nomination Committee on the proposals
to be submitted to the 2024 Annual General Meeting
ORION CORPORATION STOCK EXCHANGE RELEASE - OTHER INFORMATION
DISCLOSED ACCORDING TO THE RULES OF THE EXCHANGE11 JANUARY 2024 at
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Recommendation by the Orion Nomination Committee on the
proposals to be submitted to the 2024 Annual General
Meeting
The Nomination Committee of Orion Corporation has on 11 January
2024 given to the company’s Board of Directors its recommendation
on the proposal to the Annual General Meeting of 2024 concerning
the composition of the Board of Directors to be elected by the
meeting. The Committee recommends that the following proposal be
presented to the AGM of 2024:
Recommendation on the number of members of the Board of
Directors and its composition
The number of Board members would be eight.
Of the present members of the Board, Kari Jussi Aho, Maziar Mike
Doustdar, Ari Lehtoranta, Veli-Matti Mattila, Hilpi Rautelin, Eija
Ronkainen and Karen Lykke Sørensen would be re-elected for the next
term of office and Henrik Stenqvist would be elected as a new
member.
Veli-Matti Mattila would be elected as Chairman of the
Board.
Of the present members, Mikael Silvennoinen has been a Board
member for an uninterrupted period of 10 years and for this reason
he is not proposed for re-election.
The members of the Nomination Committee say: "We would like to
take this opportunity to express our warmest thanks to Mikael
Silvennoinen for his long and distinguished tenure as a member and
Chairman of Orion's Board of Directors. During Silvennoinen's
chairmanship, Orion's Board has successfully steered the company
forward."
Personal information of Henrik Stenqvist:
Born: 1967
Education and profession: M.Sc. (Business Administration and
Economics), CFO
Essential work experience:
- Swedish Orphan Biovitrum AB, CFO,
2018–
- Recipharm AB, CFO, 2017–2018
- Meda AB, CFO, 2003–2017
Current key positions of trust:
Member of the Board: Callitidas Therapeutics AB 2022–, Midsona
AB 2017–
Former key positions of trust:
Member of the Board: MedCap AB 2017–2019
Presentations of current Board Members are available on Orion's
website: https://www.orion.fi/en/investors/corporate-governance/board-of-directors/
Recommendation on remuneration to be paid to members of
the Board of Directors
In addition, the Nomination Committee announces as its
recommendation that the following remunerations would be paid to
the Board of Directors:
As an annual fee, the Chairman would receive EUR 100,000, the
Vice Chairman would receive EUR 61,000 and the other members would
receive EUR 50,000 each. However, if a member of the board acts as
the Chairman of the Audit Committee or the R&D Committee,
her/his annual fee would be EUR 61,000.
In addition, as a fee for each meeting attended, the Chairman
would receive EUR 1,200, the Vice Chairman would receive EUR 900
and the other members would receive EUR 600 each. The travel
expenses of the Board members would be paid in accordance with the
previously adopted practice. The aforementioned meeting attendance
fees would also be paid to the Chairmen and to the members of the
committees established by the Board. The meeting attendance fees of
Board members permanently resident outside Finland would be doubled
if the meeting was held outside the country of residence of such a
member and the person attended the meeting at the place of the
meeting.
Of the above-mentioned annual fees, 60 percent would be paid in
cash and 40 percent in Orion Corporation B shares, which would be
acquired for the members over the period 26 April–3 May 2024 from
the stock exchange in amounts corresponding to EUR 40,000 for the
Chairman, EUR 24,400 for the Vice Chairman and for the board
members acting as the Chairmen of the Audit Committee and the
R&D Committee and EUR 20,000 for each of the other members. The
part of the annual fee that is to be paid in cash corresponds to
the approximate sum necessary for the payment of the income taxes
on the fees and would be paid no later than 31 May 2024. The annual
fees shall encompass the full term of office of the Board of
Directors.
In addition, the company would pay the transfer tax related to
the part of the annual fee of the Board of Directors paid in
shares.
Potential statutory social security and pension costs incurring
to Board members having permanent residence outside Finland would
be borne by Orion Corporation as required by the applicable
national legislation.
Board members would be required to retain ownership of the Orion
Corporation B shares paid as fees for a period of two years from
the date of payment of the fees. However, if the person's
membership of the Board of Directors of the company were to end
before the expiry of the restriction on transfer, the restriction
on transfer would expire at the end of the membership of the Board
of Directors.
The Nomination Committee has not given its recommendation for
the remunerations to the Board of Directors, but the matter will be
proposed by a shareholder at the AGM.
The Nomination Committee notes that the fees are the same as
those decided in 2023.
The members of the Nomination Committee belonging to the Board
of Directors did not participate in the consideration or
decision-making of the recommendation on the remuneration of the
Board of Directors.
The Nomination Committee has consisted of the following members:
Mikael Silvennoinen, Chair, Annika Ekman, Petteri Karttunen, Minna
Maasilta, Hilpi Rautelin and Seppo Salonen.
Orion Corporation
Liisa Hurme
President and CEO |
|
Olli Huotari SVP,
Corporate Functions |
|
Contact
person:Mikael Silvennoinen, Chair of the Nomination
CommitteeTel. +358 50 1537
Publisher:Orion
CorporationCommunicationsOrionintie 1A, FI-02200 Espoo,
Finlandhttp://www.orion.fi/enhttp://www.twitter.com/OrionCorpIR
Orion is a globally operating Finnish pharmaceutical company – a
builder of well-being. We develop, manufacture and market human and
veterinary pharmaceuticals and active pharmaceutical ingredients.
Orion has an extensive portfolio of proprietary and generic
medicines and self-care products. The core therapy areas of our
pharmaceutical R&D are oncology and pain. Proprietary products
developed by Orion are used to treat cancer, neurological diseases
and respiratory diseases, among others. Orion's net sales in 2022
amounted to EUR 1,341 million and the company had about 3,500
employees at the end of the year. Orion's A and B shares are listed
on Nasdaq Helsinki.
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