Proposals of Harvia Plc's Shareholders' Nomination Board to the
Annual General Meeting 2025
Harvia Plc, Stock Exchange Release, January 17, 2025 at 4.00 PM
EET
The Shareholders’ Nomination Board of Harvia Plc proposes the
following to the Annual General Meeting planned to be held on 8
April 2025:
Number of members of the Board of Directors
The Nomination Board proposes that the number of members of the
Board of Directors will be increased from six to seven.
The change of the number of Board Members requires changing
Harvia Plc’s Articles of Association in terms of the maximum number
of Board members. Harvia Plc’s Board of Directors has informed the
Nomination Board that it will propose to the Annual General Meeting
an amendment to the Articles of Association to enable the Board
composition proposed by the Nomination Board.
If the General Meeting does not approve the amendment to the
Articles of Association, the Nomination Board proposes that six
members be elected to the company's Board of Directors.
Proposal for members of the Board of Directors
The Nomination Board proposes that the current members Heiner
Olbrich, Catharina Stackelberg-Hammarén, Anders Holmén, Hille
Korhonen, Markus Lengauer and Olli Liitola be re-elected to the
Board of Directors for a term beginning at the close of the Annual
General Meeting and ending at the close of the next Annual General
Meeting.
In addition, the Nomination Board proposes that Petri Castrén be
elected as a new member of the Board of Directors for a term
beginning upon registration of the amendment to the Articles of
Association and ending at the close of the next Annual General
Meeting.
Petri Castrén, b. 1962, has served as the Chief Financial
Officer in Kemira Plc since 2013, acting also as Kemira’s Interim
CEO between July 2023 and February 2024. During the years 1996 –
2013 he worked in multiple positions in Nokia Corporation in USA
and Finland, including as Head of Mergers & Acquisitions for
Nokia Corporation and as Head of Corporate Finance of Nokia Siemens
Networks. During the 1988-1996 he worked in Skopbank, in Helsinki
and New York, in corporate finance expert and management positions.
Castrén is a Finnish citizen, he holds degree of Master of Laws and
MBA.
Castrén’s principal current positions of trust
include Vaisala Plc Member of Board since 2017, Taaleri Plc Member
of Board since 2020, Member of Audit Committee in both companies,
and Varma Mutual Pension Insurance Company, Member of the
Supervisory Board since 2013.
In preparing its proposal, the Nomination Board
has determined that Castrén strengthens the expertise of the Board
of Directors in financial reporting, finance and corporate
governance of a publicly listed company. Additionally, he
strengthens the Board’s knowledge in Northern American business.
All proposed persons have given their consent to the
appointment. They are independent of the company and of the major
shareholders of the company.
The CVs of the current Board members are available at
www.harviagroup.com/investor-relations/corporate-governance/harvia-board-of-directors/.
The CV of the proposed new member of the Board of Directors will
be made available at
https://harviagroup.com/investor-relations/corporate-governance/general-meetings/annual-general-meeting-2025/.
The Nomination Board recommends that the Board of Directors
would elect Heiner Olbrich as its Chair and Catharina
Stackelberg-Hammarén as its Deputy Chair.
The task of the Nomination Board is to ensure that the proposed
Board of Directors as a whole has sufficient expertise, knowledge
and competence and that the composition of the Board of Directors
takes into account the independence requirements set out in the
Finnish Corporate Governance Code for listed companies and the
stock exchange rules that apply to the company. The Nomination
Board has assessed that the proposed Board, as a whole, enables
effective functioning of the Board and is suitable for the task
both collectively and individually, based on their expertise,
experience, and other personal qualities.
The Nomination Board notes that the proposed Board composition
corresponds to the diversity principles approved for the company.
When electing Board members, attention shall be paid to members’
mutually complementary experience and competence.
The Nomination Board recommends that the Board members be
elected through an individual voting process. Should the Annual
General Meeting, contrary to the Nomination Board’s recommendation,
resolve not to increase the maximum number of Board members in the
Articles of Association, the Nomination Board proposes that the six
candidates receiving most of the votes in the individual election
be elected to the Board of Directors.
Remuneration of the members of the Board of Directors
The Nomination Board proposes that the remuneration be paid to
the Board members as follows: the Chair of the Board of Directors
is paid a monthly remuneration of EUR 5,000 (in 2024: EUR 5,000),
Deputy Chair of the Board EUR 3,500 (in 2024: EUR 3,500) and other
members of Board of Directors each are paid a monthly remuneration
of EUR 3,000 (in 2024: EUR 3,000).
In addition, the Nomination Board proposes that the remuneration
of the Board committee members be paid as meeting fees as follows:
EUR 1,000 per meeting for the chair of the committee and EUR 600
per meeting for the other members.
Further, the Nomination Board proposes that the monthly
remuneration of the Board members be paid in company shares and in
cash in such a way that 40% of the total monthly remuneration will
be paid in company shares purchased at a price determined in public
trading on Nasdaq Helsinki Ltd or via a share issue and 60% will be
paid in cash. The company will pay any trading costs and transfer
tax related to the purchase of the remuneration shares. In case the
remuneration cannot be paid in the company’s shares due to legal or
other regulatory restrictions or due to other reasons related to
the company or a member of the Board of Directors or if the payment
of the remuneration in shares would prove to be unreasonably
difficult in practice, the remuneration will be paid in cash.
The Nomination Board recommends that a member of the Board of
Directors does not assign the shares received as remuneration for
Board membership in 2025 until two years have passed since the date
of the receipt of the shares.
It is proposed that the remuneration for the Board committee
work be paid fully in cash.
In addition, it is proposed that the members of the Board of
Directors who live outside Finland be paid EUR 900 for each meeting
if the member travels to Finland only for that meeting. It is
proposed that the fee be paid in cash. When the member of the Board
of Directors attends the meeting by telephone or other electronic
means, no such separate fee will be paid for that meeting. No fee
is paid for decisions made without convening a meeting.
It is also proposed that the travel expenses of the members of
the Board of Directors are compensated in accordance with the
company’s travel policy.
Shareholders’ Nomination Board
The Chair of the Nomination Board is Juho Lipsanen, Member of
the Board of Onvest Oy. Other members are Minna Laaksonen, CFO of
WestStar Oy, Janne Kujala, Head of Nordic Equities at Evli Fund
Management Company Ltd, and Josefin Degerholm, CEO of Nordea Funds
Oy. In addition, Heiner Olbrich, Chair of the Board of Directors of
Harvia, has served as an expert in the Nomination Board without
being a member.
The Nomination Board made the above proposals unanimously. The
Nomination Board’s proposals will be included in the notice
convening the 2025 Annual General Meeting which will be announced
later.
Further information:
Juho Lipsanen, Chair of the Shareholders’ Nomination Board of
Harvia Plc, Tel. +358 40 706 6030
Ari Vesterinen, CFO of Harvia Plc, Secretary of the
Shareholders’ Nomination Board, Tel. +358 40 505 0440
Harvia in brief:
Harvia is one of the leading companies operating in the sauna
and spa market globally, as measured by revenue. Harvia’s brands
and product portfolio are well known in the market, and the
company’s comprehensive product portfolio strives to meet the needs
of the international sauna and spa market of both private and
professional customers.
Harvia’s revenue totaled EUR 150.5 million in 2023. Harvia Group
employs approximately 600 professionals in Finland, Germany, United
States, Romania, China and Hong Kong, Austria, Italy, Estonia, and
Sweden. The company is headquartered in Muurame, Finland, adjacent
to its largest sauna and sauna component manufacturing
facility.
Read more: https://harviagroup.com
Harvia (TG:G1U)
Historical Stock Chart
From Jan 2025 to Feb 2025
Harvia (TG:G1U)
Historical Stock Chart
From Feb 2024 to Feb 2025
