Decisions taken by Valmet Oyj's Annual General Meeting and Board of Directors
Valmet Oyj's stock exchange release on March 21, 2018 at 4:20 p.m. EET
The Annual General Meeting of Valmet Oyj was held in Helsinki today on March 21, 2018. The Annual General Meeting adopted the Financial Statements for 2017 and discharged the members of the Board of Directors and the President and CEO from liability for the 2017 financial year. The Annual General Meeting approved the Board of Directors' proposals concerning authorizing the Board to decide on repurchasing company shares and to resolve on the issuance of shares and the issuance of special rights entitling to shares.
The Annual General Meeting decided to pay dividends of EUR 0.55 per share for the financial period ended on December 31, 2017. The dividend will be paid to shareholders who on the dividend record date of March 23, 2018 are registered in the company's shareholders' register held by Euroclear Finland Ltd. The dividends will be paid on April 5, 2018.
Composition of the Board of Directors
The Annual General Meeting confirmed the number of Board members as seven and appointed Bo Risberg as Chairman of Valmet Oyj's Board and Aaro Cantell as Vice-Chairman. Monika Maurer and Pekka Kemppainen were appointed as new members of the Board. Rogério Ziviani, Tarja Tyni and Eriikka Söderström will continue as members of the Board. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2019.
Remuneration of the Board of Directors
The Annual General Meeting decided that the annual remuneration payable to the members of the Board will be as follows: to the Chairman of the Board of Directors EUR 100,000; to the Vice-Chairman of the Board of Directors EUR 60,000; and to the other members of the Board of Directors EUR 48,000 each. Furthermore, the Annual General Meeting decided that a base fee of EUR 7,000 will be paid for each member of the Audit Committee, EUR 14,000 for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 6,000 for the Chairman of the Remuneration and HR Committee.
In addition, a meeting fee in the amount of EUR 700 will be paid for those members whose place of residence is in Nordic countries, EUR 1,400 for those members whose place of residence is elsewhere in Europe and EUR 2,800 for those members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors.
The Annual General Meeting resolved that, as a condition for the annual remuneration, the members of the Board of Directors are obliged, directly based on the Annual General Meeting's decision, to use 40 percent of the fixed annual remuneration for purchasing Valmet Oyj shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of the interim review for the period January 1, 2018 to March 31, 2018.
Election of the auditor
The Annual General Meeting appointed PricewaterhouseCoopers Oy, authorized public accountants, as the company's auditor for a term expiring at the end of the next Annual General Meeting. The responsible auditor will be Jouko Malinen, APA.
The minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available as of April 4, 2018 on the company's website www.valmet.com/agm.
Decisions of the Board of Directors
The Board of Directors of Valmet Oyj held its organizing meeting after the Annual General Meeting. The Board of Directors noted that all Board members are independent of the company. With the exception of Aaro Cantell, all other board members are independent of the company's significant shareholders. Valmet's definition of Board members' independence complies with the Finnish Corporate Governance Code.
In its organizing meeting, the Board of Directors of Valmet Oyj elected the members of the Audit Committee and the Remuneration and HR Committee from amongst its members.
The members of the Audit Committee are Eriikka Söderström (Chairman), Tarja Tyni and Pekka Kemppainen.
The members of the Remuneration and HR Committee are Bo Risberg (Chairman), Aaro Cantell and Monika Maurer.
Riina Vilander will participate in the meetings of Valmet's Board of Directors as the personnel representative elected by Valmet's personnel groups in Finland. She will participate in the meetings of Valmet's Board of Directors as an invited expert, and her term of office is the same as the Board members' term.
Read the privacy statement.
Alternatively a notice of participation can be given:
In connection with the registration, a shareholder shall notify:
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.
The personal data given to Valmet by shareholders is used only in connection with the General Meeting and with the processing of related registrations.
The Nomination Board's proposal for the composition and remuneration of the Board was published on January 24, 2018 as a stock exchange release.
Proposed new Board members:
Monika Maurer (born 1956) was previously Chief Operating Officer of Nokia Group and, prior to this, Chief Operating Officer of Nokia's Fixed Networks Business Group. She has also since 1985 held several positions at Alcatel-Lucent and Alcatel AG, including Chief Operating Officer of Alcatel-Lucent's Fixed Networks Business Line between 2012 and 2016.
Pekka Kemppainen (born 1954) was previously Managing Director of KONE Elevators Australia. He has since 1984 held several positions within KONE, including Executive Vice President for Service Business between 2010 and 2017, and Executive Vice President & Area Director of Asia Pacific between 2004 and 2010.
Messukeskus is located close to the centre of Helsinki at Messuaukio 1, 00520 Helsinki, Finland.
More information at the Messukeskus website.
|Registration for the meeting begins||February 6, 2018|
|Record date of the AGM||March 9, 2018|
|Registration for AGM closes||March 16, 2018 at 10.00 a.m. EET|
|Annual General Meeting||March 21, 2018|
|Record date for dividend||March 23, 2018|
|Minutes of the AGM available on this site||April 4, 2018 at the latest|
|Dividend payment date||April 5, 2018|
Shareholders were entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board early enough so that the issue can be included in the meeting notice. The shareholders were entitled to notify the Board of an issue to be added to the Annual General Meeting agenda by Friday, January 19, 2018.
A shareholder may participate in the Annual General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered in originals to Valmet Oyj, Anne Grahn-Löytänen, POB 11, 02151 Espoo, Finland, before the last date for registration.
The personal data of shareholders collected in the registration procedure, such as the personal identity code and the number of the book-entry account, will not be used for any other purposes than for identifying the shareholders and for confirming their share ownership. The technical provider of the registration system is Euroclear Finland Ltd. Connection to the system is encrypted with SSL-technology.