Decisions taken by the Annual General Meeting
Wärtsilä’s Annual General Meeting, held on 7 March 2019, approved the financial statements and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2018.
The Annual General Meeting decided that the Board of Directors shall have eight members. The following were elected to the Board: Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Karin Falk, Johan Forssell, Tom Johnstone, Mikael Lilius, Risto Murto and Markus Rauramo.
The audit firm PricewaterhouseCoopers Oy was elected as the company’s auditor for the year 2019.
The Annual General Meeting approved the Board of Directors’ proposal to distribute a dividend of EUR 0.48 per share in two instalments. The first instalment of EUR 0.24 per share was distributed on 18 March 2019. The second instalment of EUR 0.24 per share was distributed on 27 September 2019.
Authorisation to repurchase the Company’s own shares
The Board of Directors was authorised to resolve to repurchase a maximum of 57,000,000 of the Company’s own shares. The authorisation to repurchase the Company’s own shares shall be valid until the close of the next Annual General Meeting, however no longer than for 18 months from the authorisation of the shareholders’ meeting.
Authorisation to issue shares
The Board of Directors was authorised to resolve to issue new shares or transfer shares held by the Company. The maximum amount of shares to be so issued shall not exceed 57,000,000. The shares can be issued for consideration or without consideration. They can also be issued in deviation from the shareholders’ pre-emptive rights by way of a directed issue if there is a weighty financial reason for the Company to do so. The authorisation for the Board of Directors to issue shares shall be valid for three years from the authorisation of the shareholders’ meeting and it cancels the authorisation given by the General Meeting on 8 March 2018 to distribute the Company’s own shares.
Organisation of the Board of Directors
Convening after the Annual General Meeting the Board of Directors elected Mikael Lilius as its chairman and Tom Johnstone as the deputy chairman. The Board decided to establish an Audit Committee, a Nomination Committee and a Remuneration Committee. The Board appointed from among its members the following members to the Committees:
Audit Committee: Chairman Markus Rauramo, Maarit Aarni-Sirviö, Risto Murto
Nomination Committee: Chairman Mikael Lilius, Kaj-Gustaf Bergh, Johan Forssell, Risto Murto
Remuneration Committee: Chairman Mikael Lilius, Maarit Aarni-Sirviö, Tom Johnstone