Decisions taken by Wärtsilä's Annual General Meeting and Board of Directors
Wärtsilä Corporation, Stock exchange release, 2 March 2017 at 5:45 PM E. Europe Standard Time
Wärtsilä’s Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2016.
The Meeting approved the Board of Directors’ proposal to pay a dividend of EUR 1.30 per share. The dividend shall be paid in two instalments. The first instalment of EUR 0.65 per share shall be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the dividend record day 6 March 2017. The payment day proposed by the Board for this instalment is 13 March 2017. The second instalment of EUR 0.65 per share shall be paid in September 2017. The second instalment shall be paid to shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the dividend record day, which, together with the payment day, shall be decided by the Board of Directors in its meeting scheduled for 12 September 2017. The dividend record day for the second instalment as per the current rules of the Finnish book-entry system would be 14 September 2017 and the dividend payment day 21 September 2017, unless the renewal of the securities processing infrastructure by Euroclear Finland Ltd brings the dividend payment day a few days earlier.
The fees to the members of the Board of Directors were approved as follows:
- to the ordinary members EUR 66,000/year
- to the deputy chairman EUR 99,000/year
- to the chairman EUR 132,000/year
In addition, each member will be paid EUR 600/meeting of the Board attended, the chairman’s meeting fee being double this amount. Each member of the Nomination Committee and the Remuneration Committee will be paid EUR 700/committee meeting attended and each member of the Audit Committee will be paid EUR 1,200/committee meeting attended, the chairmen’s meeting fees being double these amounts. Roughly 40% of the annual fee is paid in Wärtsilä shares, and the rest in cash. The company will compensate the transaction costs and costs in relation of the applicable asset transfer tax arising from the share purchases.
Board of Directors and Auditor
The Annual General Meeting decided that the Board of Directors shall have eight members. The following were elected to the Board: Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Karin Falk, Johan Forssell, Tom Johnstone, Mikael Lilius, Risto Murto and Markus Rauramo.
It was decided to pay the auditors’ fees as invoiced and approved by the company. The audit firm PricewaterhouseCoopers Oy was elected as the auditor of the Company for the year 2017.
Authorisation to repurchase and distribute the Company’s own shares
The Board of Directors was authorised to resolve to repurchase a maximum of 19,000,000 of the Company’s own shares. The authorisation to repurchase the Company’s own shares shall be valid until the close of the next Annual General Meeting, however no longer than for 18 months from the authorisation of the shareholders’ meeting.
The Board of Directors was authorised to resolve to distribute a maximum of 19,000,000 of the Company’s own shares. The authorisation for the Board of Directors to distribute the Company’s own shares shall be valid for three years from the authorisation of the shareholders’ meeting and it cancels the authorisation given by the General Meeting on 3 March 2016. The Board of Directors was authorised to resolve to whom and in which order the own shares will be distributed. The Board of Directors was authorised to decide on the distribution of the Company’s own shares otherwise than in proportion to the existing pre-emptive right of the shareholders to purchase the Company’s own shares.
The decisions were taken without voting. The minutes of the meeting will be available on www.wartsila.com/investors as of 16 March 2017 at the latest.
Decisions of the Board of Directors
Convening after the Annual General Meeting the Board of Directors elected Mikael Lilius as its chairman and Tom Johnstone as the deputy chairman. The Board decided to establish an Audit Committee, a Nomination Committee and a Remuneration Committee. The Board appointed from among its members the following members to the Committees:
Audit Committee: Chairman Markus Rauramo, Maarit Aarni-Sirviö, Risto Murto.
Nomination Committee: Chairman Mikael Lilius, Kaj-Gustaf Bergh, Johan Forssell, Risto Murto.
Remuneration Committee: Chairman Mikael Lilius, Maarit Aarni-Sirviö, Tom Johnstone.