Caverion Corporation’s Annual General Meeting was held on 24 March 2021 in Helsinki under the so-called Temporary Act without the shareholders’ or their proxy representatives’ presence at the meeting venue. The Annual General Meeting adopted the Financial Statements and the consolidated Financial Statements for the year 2020 and discharged the members of the Board of Directors and the President and CEO from liability. In addition, the Annual General Meeting resolved on the use of the profit shown on the balance sheet and the payment of dividends, the approval of the presented Remuneration Report 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 Annual General Meeting approved the proposal of the Board of Directors according to which a dividend of EUR 0.10 per share and an additional dividend of EUR 0.10 per share, in total EUR 0.20 per share, will be paid from the distributable funds of the Company for the financial year 2020. The dividend will be paid to shareholders who on the record date of the dividend payment 26 March 2021 are recorded in the shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on 7 April 2021.
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 2022.
Remuneration to be paid to the Board of Directors
The Annual General Meeting decided that the annual fees for the members of the Board of Directors remain unchanged and that the following annual fees will be paid:
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 January–31 March 2021. The board member is not allowed to sell or transfer ownership of the purchased shares and for securing this a transfer restriction expiring on 30 April 2023 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 2022. The auditor’s remuneration will be paid according to invoice approved by the Company.
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 authorization.
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 will 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 authorization cancels the authorization given by the general meeting on 25 May 2020 to decide on the repurchase and/or acceptance as pledge of the Company’s own shares.
The authorization is valid until 24 September 2022.
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 under the authorization 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 authorization 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 authorization 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 authorization cancels the authorization given by the general meeting on 25 May 2020 to decide on the issuance of shares.
The authorization is valid until the end of the next Annual General Meeting, however no later than 31 March 2022.
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:
- Notice of the General Meeting published 11 February 2021
- Deadline for shareholders' counterproposals 5 March 2021 at 4 pm Finnish time
- Registration and advance voting begin 8 March 2021 at 12 noon Finnish time
- Deadline for shareholders' advance questions 11 March 2021 at 4 pm Finnish time
- Record date of the General Meeting 12 March 2021
- Answers to advance questions of the shareholders 15 March 2021
- Registration and advance voting end 17 March 2021 at 10 am Finnish time
- Deadline for proxy documents 17 March 2021 at 10 am Finnish time
- Annual General Meeting 24 March 2021 at 10 am Finnish time
- Proposed date of record for dividend payment 26 March 2021
- Proposed date of record for dividend distribution 7 April 2021
Notice of the meeting (pdf)
corrected notice published on 11 February 2021 at 2.30 p.m. EET
(includes agenda, proposed members of the board and proposals to AGM)
Answers to advance questions of the shareholders
Question: How much of the result for the period after dividend distribution can be used for acquisitions?
As I understand, the organic growth as such does not tie more capital.
Answer: When it comes to acquisitions, we estimate our balance sheet position, the level of indebtedness and the development of profitability as a whole. There are thus several factors influencing the assessment, and the result for the period during one particular year is not a single decisive factor for guiding acquisitions. Due to this we have not separately defined the portion of result to be used on acquisitions during one particular year. Furthermore, Caverion’s M&A strategy is largely focused on bolt-on small and mid-cap acquisitions, where the availability of capital has not been an obstacle to implementation. Organic growth often requires own product and offering development, which also require capital input.
Question: How much does Caverion plan or estimate to use on net capital expenditure, i.e. gross capital expenditure – depreciation (excluding impairments)?
Answer: Caverion’s capital allocation principles in the order of importance are:
Question: How does the development of write-downs look like?
Answer: Due to the potential negative effects of the corona pandemic and the economic downturn on project forecasts, Caverion also made an overall critical assessment of its Projects business risks when closing the year 2020. As a summary, the company states that measured by the start year of the project, the margin slippages in the Projects business have clearly decreased each year in recent years. The company also estimates that its risk exposure related to projects is smaller going forward due to various efforts made in project management, execution and financial steering.
Caverion’s Board of Directors’ Report section “Short-term risks and uncertainties” states, among others, the following on project risks:
Caverion's typical operational risks relate to its Services and Projects business. These include risks related to tendering (e.g. calculation and pricing), contractual terms and conditions, partnering, subcontracting, procurement and price of materials, availability of qualified personnel and project management. To manage these risks, risk assessment and review processes for both the sales and execution phase are in place, and appropriate risk reservations are being made. The Group Projects Business Unit is dedicated to the overall improvement of project risk management, to steering the project portfolio and to improving project management capabilities. Despite all the actions taken, there is a risk that some project risks will materialise, which could have a negative impact on Caverion’s financial performance and position.
Despite clearly defined project controls, it is possible that some risks may materialise, which could lead to project write-downs, provisions, disputes or litigations. Caverion has made a large amount of project write-downs during the last few years. Systematic performance management continues to be part of the core project management processes in all divisions. In 2019 and 2020, Caverion reported only one old major risk project from Germany in adjusted EBITA, the completion of which has been delayed approximately into the second quarter of 2021. It is possible that further risks may emerge in this old project or other projects.