Decisions taken by Wärtsilä's Annual General Meeting and Board of Directors
Wärtsilä’s Annual General Meeting was held on 9 March 2023 at Messukeskus (Siipi entrance). The Meeting approved the financial statements, reviewed the Remuneration Report 2022 for Governing Bodies, and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2022.
The use of the profit shown on the balance sheet and the payment of dividend
The Meeting approved the Board of Directors’ proposal to pay a dividend of EUR 0.26 per share. The dividend shall be paid in two instalments. The first instalment of EUR 0.13 per share shall be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Oy on the dividend record day of 13 March 2023. The payment day proposed by the Board for this instalment is 20 March 2023. The second instalment of EUR 0.13 per share shall be paid to shareholders who are registered in the list of shareholders maintained by Euroclear Finland Oy on the dividend record day of 13 September 2023. The payment day proposed by the Board for this instalment is 20 September 2023.
Remuneration of the Board of Directors
The fees to the members of the Board of Directors were approved as follows:
- to the Chair EUR 200,000/year
- to the Deputy Chair EUR 105,000/year
- to the ordinary members EUR 80,000/year
Approximately 40% of the annual Board remuneration will be paid in Wärtsilä shares, and the rest in cash. The Company will compensate the transaction costs and costs in relation to the applicable asset transfer tax arising from the share purchases.
In addition, each member will be paid EUR 750 per Board meeting attended, the Chair’s meeting fee being double this amount. Furthermore, the Chair of the Audit Committee will receive a fixed fee of EUR 25,000 and each member of the Committee a fixed fee of EUR 10,000 for the term, while the Chair of the People Committee will receive a fixed fee of EUR 10,000 and each member of the Committee a fixed fee of EUR 5,000 for the term.
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: Karen Bomba, Morten H. Engelstoft, Karin Falk, Johan Forssell, Tom Johnstone, Mats Rahmström, Tiina Tuomela, and Mika Vehviläinen.
It was decided that the auditor is reimbursed according to the auditor’s invoice approved by the Company.
The audit firm PricewaterhouseCoopers Oy was elected as the auditor of the Company for the year 2023.
Authorisation to repurchase the Company’s own shares
The Board of Directors was authorised to resolve to repurchase a maximum of 57,000,000 shares in the Company. Shares may be repurchased also otherwise than in proportion to the shareholders’ holding in the Company. 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 decision by the Annual General Meeting.
Authorisation to issue shares
The Board of Directors was authorised to resolve to issue a maximum of 57,000,000 shares in the Company. The shares can be issued for consideration or without consideration. They can also be issued in deviation from the shareholders’ pre-emptive rights by way of a directed issue if there is a weighty financial reason for the Company to do so. A directed issue may be decided upon to develop the capital structure of the Company or to finance or carry out acquisitions or other arrangements. Additionally, the authorisation can also be used as part of the Company’s incentive schemes for up to 10,000,000 shares, which represents 1.69% of all the shares in the Company. The authorisation for the Board of Directors to issue shares shall be valid for 18 months from the decision by the Annual General Meeting. However, the authorisation regarding incentive schemes shall be valid for five years from the decision. This authorisation revokes the authorisation given by the Annual General Meeting on 3 March 2022 to issue shares.
The decisions were taken without voting. The minutes of the meeting will be available on the Company’s website at www.wartsila.com/agm as of 23 March 2023 at the latest.
Decisions of the Board of Directors
Convening after the Annual General Meeting, the Board of Directors elected Tom Johnstone as its Chair and Mika Vehviläinen as the Deputy Chair. The Board decided to establish an Audit Committee and a People Committee. The Board appointed from among its members the following members to the committees:
Audit Committee: Chair Tiina Tuomela, Morten H. Engelstoft, Karen Bomba
People Committee: Chair Tom Johnstone, Johan Forssell, Karin Falk