Decisions of the Annual General Meeting and Board of Directors of Caverion Corporation
Caverion Corporation’s Annual General Meeting, which was held under special arrangements in Vantaa today on 25 May 2020, adopted the Financial Statements and the consolidated Financial Statements for the year 2019 and discharged the members of the Board of Directors and the President and CEO from liability. In addition, the Annual General Meeting resolved to authorise the Board of Directors to decide on the distribution of dividends, to support the presented Remuneration Policy for Governing Bodies, on the composition of members of the Board of Directors and their remuneration, the election of the auditor and its remuneration as well as authorised the Board of Directors to decide on the repurchase of the Company’s own shares and/or acceptance as pledge of own shares as well as share issues.
The minutes of the Annual General Meeting will be available on the Company’s website at www.caverion.com/agm by 8 June 2020 at the latest.
Authorizing the Board of Directors to decide on the distribution of dividends
The Annual General Meeting approved the proposal of the Board of Directors according to which no dividends will be distributed based on the balance sheet to be adopted for 2019 by a resolution of the Annual General Meeting, but that the Board of Directors be authorized to decide at their discretion on the distribution of dividends of a maximum amount of EUR 0.08 per share from the Company’s retained earnings. Based on the authorization, the Board of Directors is entitled to decide on the amount of dividends within the limits of the above maximum amount, on the dividend record date, on the dividend payment date as well as for the other measures required by the matter. The Company will publish the possible dividend distribution decision by the Board of Directors separately and in the same connection notify the applicable record and payment dates.
The dividend to be paid based on a possible resolution of the Board of Directors will be paid to shareholders who on the record date of the dividend payment are recorded in the shareholders’ register held by Euroclear Finland Oy.
The authorization is valid until the opening of the next annual general meeting.
Composition of the Board of Directors
The Annual General Meeting elected a Chairman, a Vice Chairman and five (5) ordinary members to the Board of Directors. Mats Paulsson was elected as the Chairman of the Board of Directors, Markus Ehrnrooth as the Vice Chairman and Jussi Aho, Joachim Hallengren, Thomas Hinnerskov, Kristina Jahn and Jasmin Soravia as members of the Board of Directors for a term of office expiring at the end of the Annual General Meeting 2021.
Remuneration to be paid to the Board of Directors
The Annual General Meeting decided that the following annual remuneration will be paid to the members of the Board of Directors:
- Chairman of the Board of Directors EUR 79,200,
- Vice Chairman of the Board of Directors EUR 60,000 and
- members of the Board of Directors EUR 46,800.
Approximately 50 % of the annual remuneration will be paid in Caverion Corporation’s shares. The shares will be purchased directly at market price on behalf of the board members from a regulated market’s public trading. The shares shall be purchased within two (2) weeks of the publication of the interim report for the period 1 April - 30 June 2020. The purchased shares are subject to a sale and transfer restriction and for securing this, a transfer restriction expiring on 31 July 2022 will be placed on the shares. However, if the membership in the Board of Directors terminates earlier, the transfer restriction ceases at the termination.
In addition, EUR 550 per meeting shall be paid to each member of the Board of Directors for a meeting held in the member’s domicile or electronically and EUR 900 per meeting held outside the member’s domicile for their participation in meetings of the Board of Directors and its committees in addition to the annual remuneration. Possible travel expenses are reimbursed in accordance with the principles related to remuneration of tax-exempt travel expenses approved by the Finnish Tax Administration.
Election of the auditor and its remuneration
Authorised Public Accountants Ernst & Young Oy was re-elected as auditor of the Company for a term of office expiring at the end of the Annual General Meeting 2021. The auditor’s remuneration will be paid according to invoice approved by Caverion.
Repurchase and/or acceptance as pledge of own shares
The Annual General Meeting authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares in accordance with the proposal by the Board of Directors. The number of own shares to be repurchased and/or accepted as pledge shall not exceed 13,500,000 shares, which corresponds to approximately 9.7% of all the shares in the Company. The Company may use only unrestricted equity to repurchase own shares on the basis of the authorisation. Purchase of own shares may be made at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors resolves the manner in which own shares be repurchased and/or accepted as pledge. Repurchase of own shares may be made using, inter alia, derivatives. Repurchase and/or acceptance as pledge of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed repurchase or acceptance as pledge).
The authorisation cancels the authorisation given by the General Meeting on 25 March 2019 to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares. The authorisation is valid until 23 September 2021.
The Annual General Meeting authorised the Board of Directors to decide on share issues in accordance with the proposal by the Board of Directors. The number of shares to be issued may not exceed 13,500,000 shares, which corresponds to approximately 9.7% of all the shares in the Company. The Board of Directors decides on all the conditions of the issuance of shares. The authorisation concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorisation can be used e.g. in order to develop the Company's capital structure, to broaden the Company's ownership base, to be used as payment in corporate acquisitions or when the Company acquires assets relating to its business and as part of the Company's incentive programs.
The authorisation is valid until the closing of the next annual general meeting, however no later than 24 May 2021.
Decisions of the Board of Directors on the composition of its committees
Convening after the Annual General Meeting the Board of Directors appointed from among its members the following members to its committees:
- Human Resources Committee: Chairman Mats Paulsson, Jussi Aho, Jasmin Soravia
- Audit Committee: Chairman Markus Ehrnrooth, Thomas Hinnerskov, Joachim Hallengren, Kristina Jahn
Description of the Committees’ tasks and charters are available at www.caverion.com/investors - Corporate Governance.
Distribution: Nasdaq Helsinki, principal media, www.caverion.com