The Annual General Meeting of Lehto Group Plc decided on 11 April 2017 to establish a Shareholders’ Nomination Committee to prepare proposals regarding members of the Board of Directors and their remuneration for the Annual General Meeting.
The main responsibility of the Nomination Committee is to ensure that the Board of Directors and its members have sufficient expertise, know-how and experience to meet the requirements of the Company. The Nomination Committee shall adhere to current legislation, other provisions and regulations as well as the rules to which the Company is subject.
The members of the Nomination Committee shall comprise the representatives of the three (3) biggest shareholders who have accepted the responsibility. The biggest shareholders shall be annually named with regard to the situation on the last September date of public trading organised by Nasdaq Helsinki Ltd on the basis of the Company’s shareholders’ register, held by Euroclear Finland Ltd. Each of the three biggest shareholders shall nominate one (1) representative for the Nomination Committee. Should someone opt out of the nomination right, the right is transferred to the next biggest shareholder in order who otherwise would not have the nomination right. The Chairman of the company’s Board of Directors shall act as an expert member of the Nomination Committee without a right to vote.
Should a shareholder who is represented in the Nomination Committee sell over 50% of their shares relative to the situation at the time the shareholder’s representative was elected and no longer belongs to the ten biggest shareholders of the Company, said representative must resign from the Nomination Committee. The Nomination Committee must then elect a new member to replace the resigned member.
The new elected member shall be determined by the order of the shareholders such that the shareholder with the greatest number of owned shares without a representative in the Nomination Committee shall have the primary right to name a representative for the Nomination Committee. Should the shareholder opt out of the nomination right, the right is transferred to the next biggest shareholder in order who otherwise would not have the nomination right. The equity holdings shall be evaluated on the basis of the shareholders’ register held by Euroclear Finland Ltd according to the time of resignation of the member of the Nomination Committee.
Otherwise, the term of office of the Nomination Committee member shall be valid until the last September date of public trading organised by Nasdaq Helsinki Ltd following the election.
The Nomination Committee shall have quorum when more than half of its members with a right to vote are present. The Nomination Committee cannot make a decision unless all its members have been offered the chance to take part in the discussion regarding the matter as well as the meeting.
The Nomination Committee shall prepare a proposal regarding the composition of the Board of Directors for the Annual General Meeting, which shall decide on the matter. When preparing the proposal, the Nomination Committee shall take into consideration the requirements of the Governance Code and the annual assessment of the Board. If necessary, the Nomination Committee can also listen to outside experts.