The Annual General Meeting of Valmet Oyj was held in Helsinki today on March 23, 2021. The Annual General Meeting adopted the Financial Statements for 2020 and discharged the members of the Board of Directors and the President and CEO from liability for the 2020 financial year. In respect of the approval of the Remuneration Report 2020, the majority of votes objected to the approval of the Remuneration Report. The decision is advisory. The Annual General Meeting approved the Board of Directors’ proposals concerning authorizing the Board to decide on repurchasing the company’s own shares and to decide on the issuance of shares and the issuance of special rights entitling to shares.
The Annual General Meeting decided to pay dividends of EUR 0.90 per share for the financial period ended on December 31, 2020. The dividend will be paid to shareholders who on the dividend record date March 25, 2021 are registered in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend will be paid on April 7, 2021.
Composition of the Board of Directors
The Annual General Meeting confirmed the number of Board members as eight and reappointed 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. Per Lindberg was elected as a new Board member. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2022.
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 118,000; to the Vice-Chairman of the Board of Directors EUR 70,000; and to the other members of the Board of Directors EUR 56,000 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 750 will be paid for those members whose place of residence is in Nordic countries, EUR 1,500 for those members whose place of residence is elsewhere in Europe and EUR 3,000 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.
For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, a meeting fee of EUR 750 shall be paid to Board members. Furthermore, a meeting fee of EUR 1,500 shall be paid to Board members for a Board travel meeting.
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 at a price formed in public trading on a regulated market on the stock exchange main list maintained by Nasdaq Helsinki Ltd, and that the purchase will be carried out within two weeks from the publication of the interim review for the period January 1, 2021 to March 31, 2021.
Election of the auditor
The Annual General Meeting elected PricewaterhouseCoopers Oy as the company’s auditor for a term expiring at the end of the next Annual General Meeting. The responsible auditor will be Pasi Karppinen, APA.
The minutes of the Annual General Meeting
Advance voting was held on matters 7-17 on the agenda of the Annual General Meeting. The detailed results of the advance voting are recorded in the minutes of the meeting. The minutes of the Annual General Meeting are available as an attachment in this stock exchange release and 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, the 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 Juha Pöllänen to participate in the Board of Directors meetings as the personnel representative elected by Valmet’s personnel groups in Finland. He will participate the meetings of Valmet’s Board of Directors as an invited expert, and his term of office is the same as the Board members’ term.