Decisions taken by Wärtsilä's Annual General Meeting and Board of Directors
Wärtsilä’s Annual General Meeting was held on 5 March 2020 at the Wing in the Helsinki Fair Centre. The Meeting approved the financial statements, reviewed the Remuneration Policy for governing bodies, and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2019.
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 0.48 per share. The dividend shall be paid in two instalments. The first instalment of EUR 0.24 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 date of 9 March 2020. The payment day proposed by the Board for this instalment is 16 March 2020. The second instalment of EUR 0.24 per share shall be paid in September 2020. The second instalment of the dividend 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 8 September 2020. The dividend record day for the second instalment as per the current rules of the Finnish book-entry system would be 10 September 2020 and the dividend payment day 17 September 2020.
Establishment of the Shareholders’ Nomination Board and adoption of its Charter
The Annual General Meeting decided to establish a Shareholders’ Nomination Board to prepare matters pertaining to the appointment and remuneration of the Board of Directors. It also adopted the proposed Charter of the Shareholders’ Nomination Board. The Charter is available on Wärtsilä Corporation’s website at www.wartsila.com/investors.
Remuneration of the Board of Directors
The fees to the members of the Board of Directors were approved as follows:
- to the chairman EUR 140,000/year
- to the deputy chairman EUR 105,000/year
- to the ordinary members EUR 70,000/year
Approximately 40% of the annual Board remuneration will be paid in Wärtsilä Corporation 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 meeting of the Board attended, the Chairman’s meeting fee being double this amount. Further, the Chairman of the Audit Committee will receive a fixed fee of EUR 20,000 and each member of the Committee a fixed fee of EUR 10,000 for the term, while the Chairman of the Remuneration 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: Maarit Aarni-Sirviö, Karen Bomba, Karin Falk, Johan Forssell, Tom Johnstone, Risto Murto, Mats Rahmström and Markus Rauramo.
It was decided to pay the auditors’ fees 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 2020.
Authorisation to repurchase the Company’s own shares
The Board of Directors was authorised to resolve to repurchase a maximum of 57,000,000 of the Company’s own shares. 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 authorisation of the shareholders’ 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. The authorisation for the Board of Directors to issue 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 7 March 2019 to distribute 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 20 March 2020 at the latest.
Decisions of the Board of Directors
Convening after the Annual General Meeting the Board of Directors elected Tom Johnstone as its chairman and Markus Rauramo as the deputy chairman. The Board decided to establish an Audit 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.
Remuneration Committee: Chairman Maarit Aarni-Sirviö, Johan Forssell, Tom Johnstone.
Wärtsilä in brief
Wärtsilä is a global leader in smart technologies and complete lifecycle solutions for the marine and energy markets. By emphasising sustainable innovation, total efficiency and data analytics, Wärtsilä maximises the environmental and economic performance of the vessels and power plants of its customers. In 2019, Wärtsilä’s net sales totalled EUR 5.2 billion with approximately 19,000 employees. The company has operations in over 200 locations in more than 80 countries around the world. Wärtsilä is listed on Nasdaq Helsinki.