The Nomination Board appointed by the Annual General Meeting on a yearly basis prepares proposals on the members of the Board of Directors and their remuneration for the following Annual General Meeting.
Representatives of the three (3) principal shareholders are elected to the Nomination Board along with the Chairman of the Board, who acts as an expert member. The right to appoint Nomination Board members to represent the shareholders belongs to those shareholders whose holding of the voting rights carried by all the company’s shares is largest on 1st October preceding the Annual General Meeting. In the event that a shareholder waives their right to appoint a representative to the Nomination Board, the said right is passed on to the next largest shareholder. The Nomination Board is convened by the Chairman of the Board of Directors and the Nomination Board elects a chairman from among its members. The Nomination Board is required to present its proposal to the company’s Board of Directors no later than 1 February preceding the Annual General Meeting. The principal shareholders of the Nomination Board (according to holdings on 1 October 2011) appointed by Sponda Plc's Annual General Meeting on 16 March 2011 and their representatives were:
- Solidium Oy, 14.89 per cent of shares and votes, represented by Kari Järvinen, (b. 1962), M.Sc. (Eng.), MBA, Managing Director, Solidium Oy,
- Varma Mutual Pension Insurance Company, 9.56 per cent of the shares and votes, represented by Risto Murto, (b. 1963), Ph.D. (Economics), Chief Investment Officer, Deputy CEO, Varma Mutual Pension Insurance Company
- Ilmarinen Mutual Pension Insurance Company, 9.56 per cent of the shares and votes, represented by Timo Ritakallio, (b. 1962), LL.M., MBA, Chief Investment Officer, Deputy CEO, Ilmarinen Mutual Pension Insurance Company.
All members of the Nomination Board are independent of the company.
The Nomination Board submitted its proposal to the Board of Directors by the due date, on 25 January 2012.