Glaston Corporation Stock Exchange Release 28.1.2019 at
19.00
Proposal for the composition of the Board of Directors
The Nomination Board of Glaston Corporation proposes 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, and that
Teuvo Salminen, Sebastian Bondestam, Antti Kaunonen, Sarlotta Narjus, Kai
Mäenpää and Tero Telaranta be re-elected as Members of the Board of Directors.
Anu Hämäläinen has informed Glaston’s Nomination Board that she will not be
available in the election of the Board of Directors at the next Annual General
Meeting. Anu Hämäläinen has served as Member of the Board of Directors since
2012.
As, according to the Company’s Articles of Association, the Board of Directors
elects from among its members a Chairman and Deputy Chairman, the Nomination
Board recommends that Teuvo Salminen continues as Chairman of the Board of
Directors and Sebastian Bondestam as Deputy Chairman.
Proposal for the remuneration of the Board of Directors
When the acquisition of Bystronic, announced by Glaston on 25 January 2019, is
completed, the company's size will grow significantly and the integration of
Bystronic glass into Glaston Corporation will also present challenges for the
Board of Directors. For this reason, the Nomination Board proposes to the Annual
General Meeting that the remuneration of the Members of the Board of Directors
be increased and that accordingly the annual remuneration of the Members of the
Board of Directors be as follows (current remuneration in brackets):
· Chairman of the Board EUR 60,000 (EUR 46,000),
· Deputy Chairman of the Board EUR 40,000 (EUR 34,500),
· other Members of the Board EUR 30,000 (EUR 23,000).
In addition, the Nomination Board proposes 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 EUR 800 for meetings in Finland and
EUR 1,500 for meetings abroad and the other Members of the Board EUR 500 for
meetings in Finland and EUR 1,000 for meetings abroad. For per capsulam Board
Meetings, the meeting fee is proposed to be half of the normal fee. Furthermore,
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. In addition, it was decided to propose that the arrangement of
voluntary pension insurance based on remuneration be discontinued.
Chairman of the Board Teuvo 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.
Proposal on the establishment of Audit and Remuneration Committees
The Nomination Board proposes 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 EUR 500 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 EUR 10,000 and the Chairman of the
Remuneration Committee be paid annual remuneration of EUR 7,500.
Nomination Board
The Nomination Board consists of the representatives of the four largest
shareholders and also, as an expert member, the Chairman of the Board of Glaston
Corporation. Based on the ownership situation on 3 September 2018, Glaston’s
Nomination Board consists of the following members: Lasse Heinonen, Chairman (AC
Invest Eight B.V.), Jaakko Kurikka (Hymy Lahtinen Oy), Sami Jormalainen (OP
-Finland Small Firms) and Esko Torsti (Ilmarinen Mutual Pension Insurance
Company) as well as Teuvo Salminen as an expert member.
For further information, please contact:
Lasse Heinonen, Chairman of Glaston’s Nomination Board, tel. +358 (0)10 888 4221
GLASTON CORPORATION
Corporate Communications
Agneta Selroos
tel. +358407453737
Glaston Corporation
Glaston is a frontrunner in glass processing technologies and services. We
respond globally to the most demanding glass processing needs of the
architectural, solar, appliance and automotive industries. Additionally, we
utilise emerging technologies that integrate intelligence and sustainability to
glass. We are committed to providing our clients with both the best know-how and
the latest technologies in glass processing. Glaston’s shares (GLA1V) are listed
on NASDAQ Helsinki Ltd. Further information is available at www.glaston.net
Distribution: NASDAQ Helsinki Ltd, key media, www.glaston.net