Corporate Governance

Shareholder's Nomination Board

The Annual General Meeting of the Company resolved on 31 March 2020 that a shareholders’ nomination board consisting of the Company’s major shareholders or persons appointed by such shareholders be established for the purpose of preparing, annually and otherwise when appropriate, proposals concerning the composition of the Board of Directors and the election and remuneration of the members of the Board of Directors. The Shareholders’ Nomination Board operates and its charter applies until otherwise decided by the General Meeting.

The Annual General Meeting of Verkkokauppa.com Oyj approved on 25.3.2021 the amended charter of the Shareholders’ Nomination Board.

The Shareholders’ Nomination Board consists of four members, three of whom represent the three largest shareholders of the Company and who hold the largest number of votes of all votes in the Company on the last banking day in May preceding the next Annual General Meeting. The chairman of the Company’s Board of Directors acts as the fourth member of the Nomination Board of the shareholders.

The duties of the Shareholders’ Nomination Board of the shareholders include:

• to prepare and present to the General Meeting a proposal on the remuneration of the members of the Board of Directors and the Board committees, in accordance with the remuneration policy;
• to prepare and present to the General Meeting a proposal on the number of the members of the Board of Directors;
• to prepare and present to the General Meeting, in consideration of the Company’s diversity policy, a proposal on the members of the Board of Directors; and
• to seek for prospective successors for the members of the Board of Directors.

The Nomination Board of the shareholders convenes when summoned by the chairman of the Shareholders’ Nomination Board of the shareholders.

Should a shareholder choose not to use the right to appoint a member, the right is as a rule transferred to the next largest shareholder in the shareholder register, who would not otherwise have the right to appoint a member.

Shareholder's nomination board 2023-2024

At its organizational meeting on 13 August 2024, the following members of the Nomination Board were appointed:

• Samuli Seppälä, Founder of Verkkokauppa.com, representing himself,
• Erkka Kohonen, Senior Portfolio Manager, appointed by Varma Mutual Pension Insurance Company,
• Karoliina Lindroos, Head of Responsible Investment, nominated by Ilmarinen Mutual Pension Insurance Company, and
• Arja Talma, Chairperson of the Board of Verkkokauppa.com Oyj

The Chair of the Nomination Board is Erkka Kohonen.

Charter of the Shareholder's Nomination Board