Charter of the shareholders’ Nomination Board

 

1. Purpose of the Nomination Board

Exel Composites Plc’s Shareholders’ Nomination Board’s purpose is to prepare the proposals to the General Meeting concerning the election and remuneration of the members of the Board of Directors. The Nomination Board is elected yearly in the Annual General Meeting (AGM) based on the proposal of the Board of Directors.

 

In its work, the Nomination Board shall comply with applicable laws and regulations, including the rules of Nasdaq Helsinki Ltd, and the Finnish Corporate Governance Code.

 

2. Election and composition of the Nomination Board

The Nomination Board consists of the representatives of the four largest shareholders. The Chairman of the Board of Directors shall act as an expert member. The term of office of the members of the Nomination Board shall cease at the end of the AGM following the appointment of the members.

The company’s largest shareholders entitled to appoint members to the Nomination Board shall be determined on the basis of the registered holdings in the company’s shareholder register held by Euroclear Finland Oy as of 30 September of the year preceding the AGM. In addition, shareholders who under the Finnish Securities Markets Act have an obligation to disclose changes in ownership (shareholder subject to disclosure notification by flagging) will be taken into account when forming the Nomination Board provided that they notify their shareholdings to the Board of Directors in writing by 30 September of the year preceding the AGM. Should a shareholder not wish to use its right to nominate, this right would be passed on to the next largest shareholder.

 

Once the members of the Nomination Board have been appointed, the company shall disclose its composition with a stock exchange release. The Chairman of the Board of Directors of the company convenes the first meeting of the Nomination Board, and the Board chooses a chairman from among its own members.

 

The members of the Nomination Board shall not be entitled to any remuneration from the Company on the basis of their membership. The members’ expenses are reimbursable in accordance with the Company’s established practice and travel rules.

 

3. Tasks of the Nomination Board

 

The tasks of the Nomination Board include:

  • Prepare and present to the AGM a proposal on the remuneration of the members of the Board of Directors;
  • Prepare and present to the AGM a proposal on the number of members of the Board of Directors;
  • Prepare and present to the AGM a proposal on the members of the Board of Directors;
  • Evaluation of the Board of Directors; and
  • Review and approve the principles concerning the diversity of the board of directors

 

4. Tasks of the Chairman of the Nomination Board

 

The Chairman of the Nomination Board shall direct the work of the Nomination Board in order to efficiently achieve the goals set for it, taking into account the expectations and benefit of the  company and its shareholders.

 

The Chairman of the Nomination Board convenes and chairs the meetings of the Nomination Board, and monitors that the scheduled meetings of the Board are held according to schedule. In addition the Chairman convenes extra meetings as requested by a member of the Nomination Board and within 14 days of the request.

 

5. Decision-making

 

The Nomination Board shall have a quorum when at least three members are present. No decision shall be made unless all members have been given timely opportunity to prepare for the meeting.

 

All decisions of the Nomination Board shall be unanimous.

 

All decisions of the Nomination Board must be recorded in minutes of meeting. The minutes shall be dated and signed by Chairman of the Nomination Committee together with at least one other member of the Nomination Committee.

 

6. Qualifications for the Board of Directors member

 

The Board of Directors of the company shall have sufficient expertise, knowledge of and competence in the company’s field of business and industry.

 

In electing the members of the Board of Directors, the company’s principles of diversity are considered including the members’ expertise, know-how and viewpoint as well as age and gender. The majority of the Board members must be independent of the company and at least two of said majority must be independent of the company´s significant shareholders.

 

7. Evaluation of the Board of Directors

 

The evaluation of the Board of Directors comprises of reviewing the results of the self-evaluation performed by the Board as well as interviews with the members of the Board and operative management of the company.

 

The Nomination Board shall ensure, that from time to time external consultants are engaged to evaluate the Board of Directors.

 

8. Proposals to the AGM

 

The Nomination Board shall give its proposals to the Board of Directors of the Company yearly at the latest by 31 January preceding the AGM. Should a matter that is to be prepared by the Nomination Board come up for decision-making in an Extraordinary General Meeting, the Nomination Board shall submit its proposal to the Board of Directors of the company in sufficient time for it to be included in the notice to the General Meeting.

 

9. Confidentiality

 

The Nomination Board members and shareholders they represent shall keep the information regarding the proposals to the AGM confidential until the final decision has been made by the Nomination Board and published by the company.

 

The Chairman of the Nomination Board may, if deemed needed, recommend to the Board of Directors of the company that the company should enter into non-disclosure agreement with the shareholder or with its representative member of the Nomination Board.

 

10. Changes to the Charter

 

The Nomination Board shall review this charter annually.

 

The Nomination Board is authorized to execute necessary technical updates and amendments to this charter.

Exel Composites Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland