Company Release
Number of members of the Board of Directors
The Shareholders' Nomination Committee proposes to the Annual General Meeting that the number of the members of the Board of Directors would be six (6) (6 members in 2022).
Election of the members of the Board of Directors
The Shareholders' Nomination Committee proposes to the Annual General Meeting that
The Shareholders' Nomination Committee proposes to the Annual General Meeting that
All the proposed Board Members are considered to be independent of the Company and its significant shareholders, except for
The term of the members of the Board of Directors ends at the close of the Annual General Meeting in 2023.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Committee recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at
The Remuneration of the members of the Board of Directors
The Shareholder's Nomination Committee proposes that the remuneration for the members of the Board of Directors be changed. The Shareholders' Nomination Committee proposes to the Annual General Meeting as follows:
- The Chairman of the Board of Directors
EUR 3 500 per month (EUR 3 300 in 2022) and the Deputy Chairman (if any)EUR 2 700 per month; and -
Other members of the Board of Directors
EUR 1 900 per month (EUR 1 800 in 2022)
Further, the members of the committees founded by the Board of Directors be paid the following fees:
- The Chairman of the committee
EUR 600 per meeting (EUR 600 in 2022); and -
Other members of the committee
EUR 300 per meeting (EUR 300 in 2022).
It is further proposed that the travel expenses of the members of the Board of Directors be reimbursed in accordance with the maximum amount of the respective travel allowance base approved by the Tax Administration.
Amendment of the Rules of Procedure of the Shareholders' Nomination Committee
Shareholders' Nomination Committee proposes to the Annual General Meeting that its Rules of Procedure shall me amended as follows:
- first
Chapter of Section 2 shall be amended to read as follows:
"The Nomination Committee consists of four (4) members, of whom the company's four (4) largest shareholders are each entitled to nominate one member. The Nomination Committee also includes the Chairman of the Board as an expert member. The Chairman of the Board does not participate in the decision-making of the Nomination Committee. The Company cannot be a member of the Nomination Committee. Representatives or employees of the Company's operational management may not be members of the Nomination Committee in person but may appoint a member of the Nomination Committee as a shareholder."
- The nomination right of the members representing the largest shareholders shall be based on the list of shareholders on the first working day of August preceding the Annual General Meeting.
-
The list of duties of the Nomination Board in Section 4 is amended so that the Nomination Board would no longer propose to the Annual General Meeting the Chairman of the Board of Directors provided that the Annual General Meeting resolves to amend §8 of the Articles of Association so that in the future the Annual General Meeting elects the members of the Board of Directors and the Board of Directors elects the Chairman and the potential deputy Chairman of the
Board of Director
The Shareholders' Nomination Committee made all resolutions unanimously.
As Chairman of the Shareholders' Nomination Committee has acted
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