Proposals of the Shareholders' Nomination Board to Wartsila's Annual General Meeting 2024.
The Shareholders' Nomination Board of
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
All the proposed Board members are determined to be independent of the company. With the exception of
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
In addition, meeting fees for board meetings will be paid as follows: the Chair will be paid
In the case a board member is domiciled in a European country other than the Nordic countries, a meeting fee of
The Shareholders' Nomination Board further proposes that the Chair of the Audit Committee will receive a fixed fee of
Approximately 40% of the annual Board remuneration is proposed to be paid in Wartsila 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 BoardEUR 200,000 EUR 200,000
Deputy Chair of the BoardEUR 105,000 EUR 105,000
Members of the BoardEUR 80,000 EUR 80,000
The structure of the Board meeting fees changes, and most fees are revised.
Existing compensation Proposal
Board meeting attendance:Chair of the Board Fee ofEUR 1,500 per meeting Fee ofEUR 1,500 per meeting
Board meeting attendance:Members of the Board Fee ofEUR 750 per meeting Fee ofEUR 1,000 per meeting
Board meeting attendance:Members of the Board domiciled in a European country other than the Nordic countries Fee ofEUR 750 per meeting Fee ofEUR 2,000 per meeting attended inFinland
Board meeting attendance:Members of the Board domiciled in a country outsideEurope Fee ofEUR 750 per meeting Fee ofEUR 3,000 per meeting attended inFinland
The committee work fees are increased for both
Existing compensation Proposal
Chair of the Audit Committee Fixed fee ofEUR 25,000 Fixed fee ofEUR 28,000
Members of the Audit Committee Fixed fee ofEUR 10,000 for the term Fixed fee ofEUR 15,000 for the term
Chair of the People Committee Fixed fee ofEUR 10,000 Fixed fee ofEUR 22,000
Members of the People Committee Fixed fee ofEUR 5,000 for the term Fixed fee ofEUR 11,000 for the term
Composition of the Shareholders' Nomination Board
In accordance with the decision of the Wartsila'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 Wartsila's Board of Directors. The four largest shareholders are determined on the basis of the shareholders' register maintained by
In 2023, the following members were appointed to the Shareholder's Nomination Board:
For further information, please contact:
Executive Vice President, Corporate Relations and Legal Affairs
Tel: +358 10 709 5609
kari.hietanen@wartsila.com
For investor information, please contact:
Vice President, Investor Relations
Tel: +358 10 709 1461
hanna-maria.heikkinen@wartsila.com
Wartsila in brief
Wartsila 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, Wartsila's net sales totalled
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