Shareholders' Nomination Board
In accordance with the decision of the Annual General Meeting, the Shareholders’ Nomination Board annually prepares proposals to the next Annual General Meeting concerning the number of the Members of the Board and their election and remuneration. It also identifies candidates for Members of the Board.
Shareholders' Nomination Board of Terveystalo comprises the Chairman of the Board of Directors of the Company and representatives of the four largest shareholders of the Company. However, in case the fifth largest shareholder has a holding that exceeds 10 percent of all the shares and votes in the Company, the five largest shareholders will be represented at the Shareholders' Nomination Board.
The four largest shareholders (or, in case the fifth largest shareholder would have a holding that exceeds 10 percent of all the shares and votes in the Company, the five largest shareholders), as determined on the basis of the shareholder register of the Company maintained by Euroclear Finland on the first banking day of the September preceding the Annual General Meeting, shall each have a right to nominate a representative to the Shareholders' Nomination Board. If two or more shareholders has the same number of shares and cannot all have the right to nominate one of the members of the Shareholders' Nomination Board, the right to nominate shall be determined by the drawing of lots among such shareholders. If a shareholder, who would have the obligation to notify the Company of certain changes in shareholding under the Securities Markets Act (flagging obligation), presents a written request directed to the Board of Directors by the end of August, the holdings of a corporation or a foundation controlled by the shareholder or the shareholder's holdings in several funds or registers will be combined when calculating the nomination right. A holder of nominee-registered shares will be taken into account when determining the composition of the Shareholders' Nomination Board if the holder of nominee-registered shares presents a request concerning the issue directed to the Board of Directors of the Company by the end of the August preceding the Annual General Meeting.
The Chairman of the Board of Directors convenes the first meeting of the Shareholders' Nomination Board and the Shareholders' Nomination Board elects a Chairman amongst its members. If more than half of the members of the Nomination Board are present, they constitute a quorum. The Nomination Board has a written Charter which includes a more detailed description of the election process and the duties of the Nomination Board members as well as the procedures of the Nomination Board’s meetings.
In accordance with shareholdings on 1 September, 2023, Terveystalo’s Nomination Board consists of the representatives of the Company’s four largest shareholders and the Chair of the Board of Directors. In accordance with the above, the members of Terveystalo's Nomination Board are:
- Risto Murto, Varma Mutual Pension Insurance Company
- Tomas von Rettig, Rettig Group AB
- Timo Ritakallio, Pohjola Vakuutus Oy
- Peter Therman, Hartwall Capital
- Kari Kauniskangas, Chairman of the Board of Directors of Terveystalo Plc.
In its organizing meeting on 12 September 2023, the Nomination Board elected Risto Murto as its Chairman.