Composition of the Nomination Board of Basware Corporation
The following members have been nominated to the Nomination Board of the company as of September 23, 2016:
- Mr. Mikko Mursula, Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company - Chairman of the Nomination Board
- Mrs. Kirsi Eräkangas, several board chairman or vice chairmanships or memberships and a major shareholder
- Mr. Ilkka Sihvo, Vice Chairman of the Board of Directors and CEO of Solaforce and Softaforce
- Mr. Hannu Vaajoensuu, Chairman of Basware’s Board of Directors and several other board chairman or vice chairmanships or memberships
Shareholders' Nomination Board
The Annual General meeting, held on March 15, 2016, decided to establish a permanent Shareholders' Nomination Board in accordance with the proposal of the Board of Directors. The Nomination Board shall be responsible for preparing and presenting proposals covering the remuneration and number of members of the company's Board of Directors as well as proposal on the members of the Board of Directors to Annual General Meeting and, where needed, to an Extraordinary General Meeting. The Nomination Board shall also be responsible for identifying successors for existing Board members.
The Nomination Board shall consist of four (4) members, three of which shall be appointed by the company's three largest shareholders, who shall appoint one member each. The chairman of the company's Board of Directors shall serve as the fourth member.
The Annual General meeting, held on March 16, 2017, decided to approve the proposal regarding the clarification of the Charter of the Nomination Board in accordance with the proposal of the Nomination Board, i.e. so that also the shareholdings of nominee registered shareholders may be taken into account when determining the composition of the Nomination Board. Thereby, the company's largest shareholders entitled to appoint members to the Nomination Board shall be determined annually on the basis of the registered holdings in the company's shareholders' register held by Euroclear Finland Ltd as of the first weekday in September in the year concerned, or on the basis of separate shareholding information presented by nominee registered shareholders.
As regards individual persons as shareholders, their direct ownership and ownership of corporations over which he/she exercises control as well as ownership of his/her spouse and children, will be taken into account in the determination. If a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in share of ownership makes a written request to such effect to the chairman of the Board of Directors no later than on the weekday prior to the first weekday in September such shareholder’s holdings in several funds or registers will be combined when calculating the shares which determine the nomination right. A nominee registered shareholder shall, within the same time limit, present to the chairman of the company’s Board of Directors a sufficient evidence on the amount of shareholding of such nominee registered shareholder as well as a request that such shareholding would be taken into account in connection with the appointment of Nomination Board members.
The chairman of the company's Board of Directors shall request each of the three largest shareholders established on this basis to appoint one member to the Nomination Board. In the event that a shareholder does not wish to exercise his/her or its right to appoint a member, it shall pass to the next-largest shareholder that would not otherwise be entitled to appoint a member. In case two shareholders have an equal number of shares and votes and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision between them shall be made by drawing lots.
The Nomination Board shall serve until further notice, unless the General Meeting decides otherwise. Its members shall be elected annually and their term of office shall end when new members are elected to replace them.
The Nomination Board shall submit its proposals to the company's Board of Directors annually in time for them to be included in the notice of the meeting and in any case, at the latest, by 10th of February preceding the Annual General Meeting. Proposals intended for a possible Extraordinary General Meeting shall be submitted to the company's Board of Directors in time for them to be included in the notice of the meeting.