Wärtsilä Corporation, Stock exchange release, 18 January 2024 at 19:00 EET
Proposals of the Shareholders' Nomination Board to Wärtsilä's Annual General
Meeting 2024
The Shareholders' Nomination Board of Wärtsilä Corporation presents the
following proposals to the Annual General Meeting to be held on 7 March 2024.
The proposals will be included in the notice to the Annual General Meeting to be
published at a later date.
Proposal on the composition of the Board of Directors
The Shareholders' Nomination Board resolved to propose to the Annual General
Meeting that the number of the Board members be eight.
Shareholders' Nomination Board resolved to propose to the Annual General Meeting
that Karen Bomba, Morten H. Engelstoft, Karin Falk, Johan Forssell, Tom
Johnstone, Mats Rahmström, Tiina Tuomela and Mika Vehviläinen be re-elected as
members of the Board.
All the proposed Board members are determined to be independent of the company.
With the exception of Tom Johnstone and Johan Forssell, all proposed members are
also determined to be independent of the company's significant shareholders. Tom
Johnstone is determined to be dependent of significant shareholders, due to his
position on the board of Investor AB. Johan Forssell is determined to be
dependent of significant shareholders, due to his position on the board of
Investor AB and his position as the President and CEO of Investor AB.
The proposed Board members have all given their consent to being elected. The
members of the Board of Directors will elect the Chair and Deputy Chair of the
Board amongst themselves.
Proposal on the remuneration of the Board of Directors
The Shareholders' Nomination Board resolved to propose to the AGM 2024 that the
remuneration to the members of the Board will be as follows:
· The annual remuneration payable to the members of the Board for the term
shall remain at: EUR 200,000 for the Chair, EUR 105,000 for the Deputy Chair and
EUR 80,000 for the ordinary members.
· In addition, meeting fees for 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 board meetings in Finland for 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.
· The Shareholders' Nomination Board further proposes that 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.
Approximately 40% of the annual Board remuneration is proposed to be paid in
Wärtsilä shares, and the rest in cash. The Company will compensate the
transaction costs and costs related to the applicable asset transfer tax arising
from the share purchases. The tax deduction for the entire annual fee will be
made from the cash amount. The meeting attendance fees and fixed fees for the
Committee work will be paid in cash. Possible travel expenses will be reimbursed
according to the travel policy of the Company.
Comparison of the remuneration
Annual remuneration payable remains the same for all members.
Existing compensation Proposal
Chair of the Board EUR 200,000 EUR 200,000
Deputy Chair of the Board EUR 105,000 EUR 105,000
Members of the Board EUR 80,000 EUR 80,000
The structure of the Board meeting fees changes, and most fees are revised.
Existing Proposal
compensation
Board meeting Fee of EUR Fee of EUR 1,500 per
attendance:Chair 1,500 per meeting
of the Board meeting
Board meeting Fee of EUR 750 Fee of EUR 1,000 per
attendance:Members per meeting meeting
of the Board
Board meeting Fee of EUR 750 Fee of EUR 2,000 per
attendance:Members per meeting meeting attended in
of the Board Finland
domiciled in a
European country
other than the
Nordic countries
Board meeting Fee of EUR 750 Fee of EUR 3,000 per
attendance:Members per meeting meeting attended in
of the Board Finland
domiciled in a
country outside
Europe
The committee work fees are increased for both Audit Committee and People
Committee.
Existing Proposal
compensation
Chair of the Fixed fee of EUR Fixed fee of EUR 28,000
Audit Committee 25,000
Members of the Fixed fee of EUR Fixed fee of EUR 15,000 for the term
Audit Committee 10,000 for the
term
Chair of the Fixed fee of EUR Fixed fee of EUR 22,000
People 10,000
Committee
Members of the Fixed fee of EUR Fixed fee of EUR 11,000 for the term
People 5,000 for the term
Committee
Composition of the Shareholders' Nomination Board
In accordance with the decision of the Wärtsilä's Annual General Meeting, the
Nomination Board consists of five members. Four representatives are nominated by
the company's four largest shareholders, with the fifth member being the
Chairman of Wärtsilä's Board of Directors. The four largest shareholders are
determined on the basis of the shareholders' register maintained by Euroclear
Finland Ltd. as of 1 June preceding the Annual General Meeting of shareholders.
In 2023, the following members were appointed to the Shareholder's Nomination
Board: Petra Hedengran representing Invaw Invest AB, Markus Aho representing
Varma Mutual Pension Insurance Company, Mikko Mursula representing Ilmarinen
Mutual Pension Insurance Company, Carl Pettersson representing Elo Mutual
Pension Insurance Company, and Chairman of the Board of Directors of Wärtsilä
Tom Johnstone. Tom Johnstone did not take part in deciding on the Nomination
Board's proposals related to the remuneration to be paid to the Board of
Directors.
For further information, please contact:
Kari Hietanen
Executive Vice President, Corporate Relations and Legal Affairs
Tel: +358 10 709 5609
kari.hietanen@wartsila.com
For investor information, please contact:
Hanna-Maria Heikkinen
Vice President, Investor Relations
Tel: +358 10 709 1461
hanna-maria.heikkinen@wartsila.com
Wärtsilä in brief
Wärtsilä is a global leader in innovative technologies and lifecycle solutions
for the marine and energy markets. We emphasise innovation in sustainable
technology and services to help our customers continuously improve their
environmental and economic performance. Our dedicated and passionate team of
17,500 professionals in more than 240 locations in 79 countries shape the
decarbonisation transformation of our industries across the globe. In 2022,
Wärtsilä's net sales totalled EUR 5.8 billion. Wärtsilä is listed on Nasdaq
Helsinki. www.wartsila.com