Shareholder’s Nomination Commitee
1. Purpose of the Shareholders' Nomination Board Oma Säästöpankki Oyj's (hereinafter OmaSp or the Bank's) Shareholders' Nomination Board (hereinafter the “Nomination Board”) is an institution of the Bank's shareholders formed in accordance with the Bank's Articles of Association. The Nomination Board is responsible for preparing proposals for the election and remuneration of the members of the Board of Directors and for finding potential members of the Board of Directors for the Annual General Meeting (if necessary for the Extraordinary General Meeting). The Nomination Board shall ensure that the Board of Directors and its members have at all times sufficient expertise, competence and competence to meet the needs of the Bank and that the composition of the Board of Directors is consistent with the Bank's Board of Directors' diversity policy. In its duties, the Nomination Board complies with applicable laws and other regulations, such as the rules of the stock exchange and the Corporate Governance Code for listed companies. These rules of procedure shall guide the appointment and composition of the Nomination Board and define its tasks and responsibilities.
2. Appointment and composition of the Nomination Board The Nomination Board consists of representatives of the Bank's largest shareholders. The Chairman of the Board of the Bank acts as a convener and participates in the meetings as an expert. When the Chairman of the Board is prevented from attending, the Deputy Chairman of the Board performs the duties of the Chairman of the Board. The Bank's five largest shareholders each have the right to appoint one representative to the Nomination Committee. If a shareholder does not wish to exercise his right to nominate, the right passes to the next largest shareholder who would not otherwise have the right to nominate. The largest shareholders are determined on the first day of June preceding the Annual General Meeting (annually on June 1) on the basis of the holdings registered in the bank's shareholder register. In the case of equally large holdings, it is decided by lot which of the shareholders may appoint a representative. The Chairman of the Board shall request the aforementioned shareholders to appoint representatives as set out above. Members shall be appointed no later than August 31 of each year, and their term of office shall expire when new members have been elected to replace them. The Chairman of the Board convenes and chairs the Committee until the Nomination Board elects a Chairman from among its members. The Bank announces the composition of the Nomination Board in a stock exchange release. If the shareholder who nominated the member transfers more than half of his or her shareholding in accordance with the decision on the first day of June (June 1) and is no longer one of the bank's five largest shareholders, the member must resign from the Nomination Board. Thereafter, the right to nominate must be offered to the largest shareholder of the bank at any given time who has not nominated a member to the Nomination Board. If that shareholder does not wish to exercise his right to nominate, the right shall continue to pass to the next largest shareholder who would not otherwise have the right to nominate.
3. Duties and fees of the Nomination Board The Nomination Board is responsible for preparing and presenting to the Annual General Meeting (and, if necessary, the Extraordinary General Meeting) a proposal on the following matters: number of board members election of board members remuneration of board members In addition, the task is to search for potential successor candidates for the members of the Board. The Bank pays a meeting fee of EUR 1,000 per meeting to the members of the Nomination Board and reimburses the travel expenses of the members and the Chairman according to the expense report. The Bank pays the meeting expenses of the Nomination Committee approved by the Chairman of the Board.
4. Duties of the Chairman of the Nomination Board The chairman must lead the work in such a way that the nomination committee can achieve the objectives set for it and take into account the expectations of shareholders and the interests of the bank. The Chairman shall convene the Nomination Board when its duties so require. The meeting shall be held at a time that allows members to attend.
5. Decision making The Nomination Board has a quorum when more than half of its members are present. The invitation must be sent by email at least two weeks before the meeting. The decision must be unanimous. If no unanimous decision is reached, a shareholder whose representative has a dissenting opinion on the Nomination Board may submit his or her own proposal to the Annual General Meeting. Minutes of meetings should be kept in accordance with good governance. The minutes must be dated, numbered and submitted to the bank for safekeeping. The chairman shall sign the minutes. The secretary of the Nomination Board may be the Secretary of the Board of Directors of the Bank or another person invited by the Chairman. The secretary shall prepare the meetings together with the chairman.
6. Preparation of a proposal on the composition of the Board of Directors The Nomination Board must prepare and present a proposal for the composition of the Board of Directors to the Annual General Meeting (if necessary, to the Extraordinary General Meeting). However, in accordance with the Companies Act, each shareholder of the bank may submit his or her own proposal to the Annual General Meeting. In preparing a proposal for the composition of the Board of Directors, the Nomination Board shall take into account the guidelines for the diversity of the Board of Directors of the Bank and other applicable rules and regulations. With the consent and at the expense of the Bank's Board of Directors, the Nomination Board may use external experts to find and evaluate suitable Board member candidates.
7. Composition of the Board of Directors of the Bank The Nomination Board must consider the following points:
- The composition of the Board of Directors must be diverse and its members must have extensive expertise, experience, training and otherwise appropriate background, taking into account the Bank's operations, stage of development and other circumstances.
- The Board must have experience and industry knowledge of banking, as well as related regulation and risk management.
- The Board's competence and experience are assessed as a whole. The preparation of the selection of the members of the Board of Directors must be based on an overall assessment of the Board's expertise and experience.
The aim is flat zippered government in such a way that each gender representation is 40% of the amount at least members. In the preparation, efforts should be made to take into account the interests of shareholders equally. In the overall pre-appointment evaluation, the committee shall assess the candidate's suitability as a member of the Board and take into account all relevant factors, such as:
- competence, ie education, professional experience, personal qualities and ability to perform the duties of a board
- member age, taking into account the age provision in the articles of association
- time, interest and motivation to perform the task
- number of other government actions
- independence from the bank and its significant shareholders
- taking into account possible conflicts of interest, e.g. the person's main job, side activities and positions of trust.
Candidates for board membership must always be reliable and operational. Among other things, the following factors prevent a person from being elected as a member of the Board:
- the person has, during the last five years, been the subject of a preliminary investigation in which he or she is suspected of an offense which may be considered to be manifestly inappropriate for his or her duties (at least property and other financial offenses).
- the person has defaulted on the debts on their due date due to insolvency.
- bankruptcy proceedings, proceedings for the limitation of legal capacity (trustee, trustee) or a ban on business for a person.
- disciplinary action against a person.
- An employee of the Bank or a company belonging to its group or the CEO of the Bank may not be a member of the Board of Directors
8. Principles concerning the remuneration of the members of the Board of Directors The remuneration of the Chairman and members of the Board of Directors of the Bank shall be reasonable in relation to the quality and scope of the task. Remuneration must be competitive in order to obtain and maintain the necessary qualifications on the board.
9. Proposals to the Annual General Meeting The Nomination Board must submit to the Bank's Board of Directors its proposals on Board members and remuneration by the end of January each year. In the case of an Extraordinary General Meeting, the proposal shall be similarly submitted well in advance of the Annual General Meeting. The Nomination Board's proposals are published in a stock exchange release and included in the notice of the Annual General Meeting, if possible. The Nomination Board presents and justifies its proposals to the Annual General Meeting. The Bank's Board of Directors submits to the Financial Supervision Authority the preparation and sending of the reliability and suitability report of the new Board members presented through the Bank's compliance function so that, if possible, the Financial Supervision Authority can provide an answer on the Board member's suitability well in advance. If the Financial Supervisory Authority sees obstacles to the selection of one or more nominated persons, the Nomination Board must immediately nominate another person to replace him or her.
10. Confidentiality The members of the Nomination Board, the Secretary and the Chairman and the shareholders they represent shall keep confidential the information concerning the proposals to be submitted to the Annual General Meeting until the final proposal has been made and the Bank has made it public. The obligation of confidentiality also covers other confidential information received by the Nomination Board and is valid for each information until the bank has disclosed that information. The Chairman may, if he deems it necessary, propose to the Board of Directors of the Bank that the Bank enter into separate non-disclosure agreements with the Secretary of the Committee, the shareholders or their representatives.
11. Amendment of the Rules of Procedure The Nomination Board must evaluate these rules of procedure annually and, if necessary, make a proposal to the Annual General Meeting regarding possible changes concerning, for example, the number of members or the election process. The result of the evaluation and any proposed amendment to the Annual General Meeting must be recorded in the minutes of the Nomination Committee meeting. If necessary, the Nomination Board has the right to make technical updates and amendments to these Rules of Procedure by its own decision. If the date specified in these Rules is not a working day, the Rules shall be deemed to refer to the working day closest to that date.
Oma Säästöpankki Oyj Nomination Commitee assembly:
Raimo Härmä, named by the Etelä-Karjala's Savings Bank Foundation
Ari Lamminmäki, named by Parkano's Savings Bank Foundation
Aino Lamminmäki, named by Töysä's Savings Bank Foundation
Jukka Sysilampi, named by Kuortane's Savings Bank Foundation
Jukka Kuivaniemi, named by Hauho's Savings Bank Foundation
Jarmo Salmi, Chairman of the Board, is also an expert member.