Glaston reports on board proposals of nomination board for 2019 AGM.
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Glaston Oyj Abp (HEL: GLA1V), a provider of glass processing technologies and services, announced on Monday that its nomination board has proposed to the Annual General Meeting, due to be held on 4 April 2019, that the number of members of the board of directors be six, until closing of the Annual General Meeting 2020.
Teuvo Salminen, Sebastian Bondestam, Antti Kaunonen, Sarlotta Narjus, Kai Maenpaa and Tero Telaranta are proposed be re-elected as members of the board of directors. Reportedly, Anu Hamalainen has informed the nomination board that she will not be available in the election of the board of directors at the next Annual General Meeting. Hamalainen has served as member of the board of directors since 2012.
Under the company's articles of association, the board of directors elects from among its members a chairman and deputy chairman, Accordingly, the nomination board recommends that Salminen continues as chairman of the board of directors and Bondestam as deputy chairman.
Regarding the proposal for the remuneration of the board of directors, the nomination board has taken into account that when the acquisition of Bystronic is completed, the company's size will grow significantly and the integration of Bystronic glass into Glaston will also present challenges for the board of directors.
For this reason, the nomination board has proposed to the AGM that the remuneration of the members of the board of directors be increased and that the annual remuneration of the board members be EUR60,000 for the chairman of the board, as compared with the current EUR46,000; EUR40,000 for the deputy chairman of the board, as compared with the current EUR34,500 and EUR30,000 for other members of the board, as compared with the current EUR23,000.
In addition, the nomination board has proposed that meeting fees be paid, in accordance with earlier practice, for each meeting of the board of directors that a member of the board has attended, and that meetings fees be increased such that the chairman of the board be paid EUR800 for meetings in Finland and EUR1,500 for meetings abroad and the other members of the board EUR500 for meetings in Finland and EUR1,000 for meetings abroad.
For per capsulam board meetings, the meeting fee is proposed to be half of the normal fee. Further, it is proposed that each member of the board be compensated for travel and accommodation costs and direct expenses arising from their work for the board of directors and it was also decided to propose that the arrangement of voluntary pension insurance based on remuneration be discontinued.
According to the company, board chairman, Salminen did not participate in decision-making when the nomination board made its proposal on the number of members of the board and the board of directors' composition and remuneration.
Furthermore, the nomination board proposed that the board of directors decide on the establishment of audit and remuneration committees. It is proposed that members of the committees be paid a meeting fee of EUR500 for each meeting attended. In addition to the meeting fee, it is proposed that the chairman of the audit committee be paid annual remuneration of EUR10,000 and the chairman of the remuneration committee be paid annual remuneration of EUR7,500.
Glaston's nomination board consists of the representatives of the four largest shareholders and also, as an expert member, the chairman of the board of Glaston.
Based on the ownership situation on 3 September 2018, Glaston's nomination board members are Lasse Heinonen, chairman, of AC Invest Eight BV; Jaakko Kurikka, of Hymy Lahtinen Oy; Sami Jormalainen, of OP -Finland Small Firms and Esko Torsti, of Ilmarinen Mutual Pension Insurance Company, as well as Salminen as an expert member.
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