Valmet Oyj's Annual General Meeting 2019 was held on Thursday, March 21, 2019 at 1:00 p.m. in the Hall 101 of Messukeskus, Messuaukio 1, 00520 Helsinki.
Decisions taken by Valmet Oyj's Annual General Meeting and Board of Directors
Valmet Oyj's stock exchange release on March 21, 2019 at 4:30 p.m. EET
The Annual General Meeting of Valmet Oyj was held in Helsinki today on March 21, 2019. The Annual General Meeting adopted the Financial Statements for 2018 and discharged the members of the Board of Directors and the President and CEO from liability for the 2018 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 0.65 per share for the financial period ended on December 31, 2018. The dividend will be paid to shareholders who on the dividend record date of March 25, 2019 are registered in the company's shareholders' register held by Euroclear Finland Ltd. The dividends will be paid on April 4, 2019.
Composition of the Board of Directors
The Annual General Meeting confirmed the number of Board members as seven and appointed Mikael Mäkinen as Chairman of Valmet Oyj's Board and Aaro Cantell as Vice-Chairman. Pekka Kemppainen, Monika Maurer, Eriikka Söderström, Tarja Tyni and Rogério Ziviani 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 2020.
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 110,000; to the Vice-Chairman of the Board of Directors EUR 66,000; and to the other members of the Board of Directors EUR 52,800 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, 2019 to March 31, 2019.
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, 2019 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 Mikael Mäkinen (Chairman), Aaro Cantell and Monika Maurer.
The Board of Directors decided to invite Riina Vilander to participate in the Board of Directors meetings 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.
Registration for the Annual General Meeting has ended on March 18, 2019 at 10 a.m. EET.
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, 2019 as a stock exchange release.
Proposed new Board member:
Mikael Mäkinen (1956) works as President, Marine at Rolls-Royce Plc since 2014. He is a member of the Rolls-Royce Executive Team. Prior to this, Mäkinen was President of MacGregor during 2012–2014 and President and CEO of Cargotec Corporation during 2006–2012. He held several positions within Wärtsilä Group between 1982–2006.
Messukeskus is located close to the centre of Helsinki at Messuaukio 1, 00520 Helsinki, Finland.
More information at the Messukeskus website.
After the Annual General Meeting coffee/tea and something sweet and savoury will be served. In line with Valmet’s sustainable approach the products are mainly Finnish and partly locally sourced.
|Registration for the meeting begins||February 7, 2019|
|Record date of the AGM||March 11, 2019|
|Registration for AGM closes||March 18, 2019 at 10.00 a.m. EET|
|Annual General Meeting||March 21, 2019|
|Record date for dividend||March 25, 2019|
|Minutes of the AGM available on this site||April 4, 2019 at the latest|
|Dividend payment date||April 4, 2019|
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 Monday, January 21, 2019.
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 data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2019. The legal basis for the processing is legitimate interests pursued by the controller in organizing the meeting. The technical provider of the registration system is Euroclear Finland Ltd. The data is stored in the EU and it will be stored for five years.
Valmet will support the applicable data subject’s rights. These include their rights of access to, rectification of, or restriction of processing concerning the data subject, or to object to processing. The data subject has the right to lodge a complaint with a data protection authority.
If you have any questions about the privacy, please contact the Valmet Data Privacy Officer via the Privacy Web Form.