Decisions taken by Wärtsilä's Annual General Meeting and Board of Directors
Wärtsilä’s Annual General Meeting was held on 7 March 2024 at Messukeskus, Helsinki. The Meeting approved the financial statements for the year 2023, reviewed the Remuneration Report 2023 for Governing Bodies, and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2023.
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 0.32 per share. The dividend shall be paid in two instalments. The first instalment of EUR 0.16 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 11 March 2024. The payment day for this instalment is 18 March 2024. The second instalment of EUR 0.16 per share shall be paid in September 2024. The dividend record date of the second instalment shall be 11 September 2024 and the second instalment of the dividend shall be paid to shareholders who are registered in the list of shareholders maintained by Euroclear Finland Oy on such day. The second instalment shall be paid on 18 September 2024.
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, the meeting fees for the Board meetings will be paid as follows: The Chair will be paid EUR 1,500 per Board meeting attended and the other Board members will be paid EUR 1,000 per Board meeting attended. These meeting fees are applied to the Board meetings in Finland for the members resident in the Nordic countries, to all Board meetings held outside of Finland and to all Board meetings held as teleconference or per capsulam. In the case a board member is domiciled in a European country other than the Nordic countries, a meeting fee of EUR 2,000 per Board meeting attended in Finland will be paid. In the case a board member is domiciled in a country outside Europe, a meeting fee of EUR 3,000 per Board meeting attended in Finland will be paid.
Furthermore, the Chair of the Audit Committee will receive a fixed fee of EUR 28,000 and each member of the Committee a fixed fee of EUR 15,000 for the term and the Chair of the People Committee a fixed fee of EUR 22,000 and each member of the Committee a fixed fee of EUR 11,000 for the term.
Board of Directors, Auditor and Sustainability 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 2024 and the same firm was elected as the sustainability auditor.
Amendment of the Articles of Association
The Annual General Meeting approved the proposed changes to the Articles of Association. They relate to the remuneration and election of the sustainability auditor as well as to the possibility to organize remote general meetings.
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 9 March 2023 to issue shares.
The decisions were taken without voting in the meeting. The minutes of the meeting will be available on the Company’s website at www.wartsila.com/agm as of 21 March 2024 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, Karen Bomba, Morten H. Engelstoft
People Committee: Chair Tom Johnstone, Karin Falk, Mika Vehviläinen
Wärtsilä Corporation