Caverion Corporation’s Annual General Meeting, which was held in Helsinki on 25 March 2019, adopted the Financial Statements and the consolidated Financial Statements for the year 2018 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 dividend, 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 April 2019 at the latest.
The Annual General Meeting approved the proposal of the Board of Directors according to which a dividend of EUR 0.05 per share will be paid from the distributable funds of the Company for the financial year 2018. The dividend will be paid to shareholders who on the record date of the dividend payment 27 March 2019 are recorded in the shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 3 April 2019.
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, Antti Herlin, Thomas Hinnerskov and Anna Hyvönen as members of the Board of Directors for a term of office expiring at the end of the Annual General Meeting 2020.
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 January - 31 March 2019. The board member is not allowed to sell or transfer ownership of the purchased shares and for securing this a transfer restriction maturing 30 April 2021 will be placed. 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 their participation in meetings of the Board of Directors and its committees in addition to the annual remuneration. Possible travel expenses are proposed to be reimbursed in accordance with the principles related to remuneration of tax-exempt travel expenses approved by the 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 2020. 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 on the acceptance 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. Repurchase of own shares may be made using, inter alia, derivatives. Repurchase of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed repurchase).
The authorisation cancels the authorisation given by the General Meeting on 26 March 2018 to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares. The authorisation is effective until 25 September 2020.
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 strengthen the Company's capital structure, to broaden the Company's ownership, 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 programmes.
The authorisation cancels the authorisation given by the General Meeting on 26 March 2018 to decide on the issuance of shares. The authorisation is valid until 31 March 2020.
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: Chairman Mats Paulsson, Jussi Aho, Antti Herlin, Anna Hyvönen.
- Audit Committee: Chairman Markus Ehrnrooth, Joachim Hallengren, Thomas Hinnerskov.
Description of the Committees’ tasks and charters are available at www.caverion.com/investors/corporate-governance