The Nomination Committee of Orion Corporation has provided its recommendations to the company’s Board of Directors regarding proposals for the 2025 Annual General Meeting (AGM). These recommendations address both the composition of the Board of Directors and their remuneration for the upcoming term. The key details of these proposals are outlined below.
Composition of the Board of Directors
The Nomination Committee recommends maintaining the number of Board members at eight. The current Board members—Kari Jussi Aho, Maziar Mike Doustdar, Ari Lehtoranta, Veli-Matti Mattila, Hilpi Rautelin, Eija Ronkainen, Henrik Stenqvist, and Karen Lykke Sørensen—are recommended for re-election.
Veli-Matti Mattila is proposed to continue as the Chairman of the Board, reflecting the Committee’s confidence in his leadership and strategic vision for Orion Corporation. The continuity of the Board’s composition aims to leverage their collective expertise and ensure stability as the company advances its strategic goals.
Remuneration for Board Members
The Nomination Committee has proposed the following structure for annual fees:
- Chairman of the Board: €112,000
- Vice Chairman of the Board: €68,500
- Other Board Members: €56,000 each
- Board Members serving as Chairpersons of the Audit Committee or R&D Committee: €68,500 each
In addition to the annual fees, the Committee has proposed meeting attendance fees as follows:
- Chairman: €1,200 per meeting
- Vice Chairman: €900 per meeting
- Other Members: €600 per meeting
Special provisions are included for Board members residing outside Finland. If a meeting is held outside a Board member’s country of residence and they attend in person, their meeting attendance fee would be doubled. Travel expenses for all Board members would be reimbursed in accordance with existing practices.
Distribution of Fees
To align Board members’ interests with the company’s performance, 60% of the annual fees would be paid in cash, and the remaining 40% would be issued in Orion Corporation B shares. These shares would be acquired from the stock exchange between April 24 and April 30, 2025. The approximate allocation of shares based on fees is as follows:
- Chairman: Shares worth €44,800
- Vice Chairman and Committee Chairs: Shares worth €27,400
- Other Members: Shares worth €22,400 each
The cash portion of the fees would be paid no later than May 30, 2025. This payment schedule is designed to cover income tax obligations associated with the fees.
Additionally, the company would bear the transfer tax associated with the portion of fees paid in shares. Board members residing outside Finland would also have their statutory social security and pension costs covered by Orion Corporation, in compliance with their respective national legislations.
Share Retention Requirements
Board members would be required to retain the Orion Corporation B shares received as part of their fees for a minimum of two years from the date of payment. However, if a member’s term on the Board ends before this period, the restriction on transferring these shares would expire at the end of their membership.
Considerations on Remuneration Proposals
The Nomination Committee has clarified that it did not provide a recommendation regarding the remuneration for Board members. Instead, this matter will be addressed by a shareholder proposal at the AGM. Furthermore, Board members who are part of the Nomination Committee abstained from participating in discussions or decisions regarding remuneration recommendations, ensuring impartiality.
Nomination Committee Members
The Nomination Committee for 2025 consisted of the following members:
- Hilpi Rautelin (Chair)
- Annika Ekman
- Petteri Karttunen
- Minna Maasilta
- Veli-Matti Mattila
- Seppo Salonen
Strategic Implications
These recommendations reflect the Nomination Committee’s efforts to maintain a well-balanced and experienced Board while aligning their remuneration structure with the company’s performance and shareholder expectations. By re-electing the existing Board members and retaining the leadership of Veli-Matti Mattila as Chairman, Orion Corporation aims to ensure continuity in governance during a critical period of strategic execution. The proposed remuneration plan is designed to attract and retain top talent while incentivizing active participation in Board and committee responsibilities.
The final decision on these recommendations will be made during the 2025 AGM, where shareholders will vote on the proposals. The outcome of this meeting will shape Orion Corporation’s governance and strategic direction for the coming year.
Read more: Orion Nomination Committee’s 2025 AGM Proposals
