The Shareholders´ Nomination Board
Proposals of the Shareholder's Nomination Board to the Annual General Meeting 2019
The Shareholders’ Nomination Board of YIT Corporation presents the following proposals to the Annual General Meeting of YIT Corporation, which meets on March 12, 2019:
Number of members of the Board of Directors
The Nomination Board proposes that a Chairman, a Vice Chairman and six (6) ordinary members be elected to the Board of Directors.
Fees of the Chairman, Vice Chairman and members of the Board of Directors
The Nomination Board proposes that the members of the Board of Directors be paid the following fixed annual fees for the term of office ending at the conclusion of the next Annual General Meeting:
– Chairman of the Board: EUR 100,000,
– Vice Chairman and Chairmen of the permanent Committees: EUR 70,000, unless the same person is Chairman of the Board or Vice Chairman of the Board and
– Members: EUR 50,000.
In addition, the Nomination Board proposes that the award and payment of the fixed annual fee be contingent on the Board members committing to purchasing directly, based on the resolution of the Annual General Meeting, YIT Corporation shares amounting to 40% of the fixed annual fee from a regulated market (Nasdaq Helsinki Ltd) at a price determined by public trading, and that the shares in question be purchased directly on behalf of the Board members. The shares shall be purchased within two weeks of the publication of the interim report for the period January 1–March 31, 2019.
The Nomination Board further proposes that in addition to the fixed annual fee Board member living in Finland be paid a meeting fee of EUR 800 per meeting and a member living elsewhere in Europe be paid EUR 2,000. It is also proposed that EUR 800 be paid per committee meeting to a committee member living in Finland and to a committee member living elsewhere in Europe be paid EUR 2,000. Per diems are proposed to be paid for trips in Finland and abroad in accordance with YIT Corporation’s and tax authorities travelling compensation regulations.
In addition, the Nomination Board proposes that the members of the Shareholders’ Nomination Board, including the expert member, be paid a meeting fee of EUR 800 per a Board meeting and the Chairman be paid EUR 1,600 per a Board meeting.
Proposal for Chairman, Vice Chairman and members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that Harri-Pekka Kaukonen be elected as Chairman, Eero Heliövaara be elected as Vice Chairman and re-elected as members Olli-Petteri Lehtinen, Kristina Pentti-von Walzel and Tiina Tuomela as well as Alexander Ehrnrooth, Frank Hyldmar and Barbara Topolska as new members, be elected as members for a term ending at the close of the next Annual General Meeting following the election. The other current Board members were not available for the Board membership for the new term.
Shareholders' nomination Board
The Annual General Meeting of YIT Corporation decided on 15.3.2016 to establish a Shareholders’ Nomination Board, to prepare proposals on the election and remuneration of the members of the Board of Directors for the Annual General Meeting.
The Shareholders’ Nomination Board of YIT Corporation is a body comprised of the company’s shareholders or their representatives, the duty of which is to prepare proposals on the election and remuneration of the members of the Board of Directors for the Annual General Meeting and, where necessary, for the Extraordinary General Meeting. The primary purpose of the Nomination Board is to ensure that the Board of Directors and its members have sufficient expertise, competence and experience in view of the Company’s needs, and to prepare proposals, with justifications, on the election and remuneration of members of the Board of Directors to the General Meeting for this purpose.
Composition of YIT Corporation's Nomination Board
YIT Corporation’s three largest shareholders according to Euroclear’s shareholder register on August 31, 2018 and according to the principles of the standing order have had the right to nominate representatives to the Nomination Board. According to the mentioned standing order, a shareholder group can agree on appointing a joint representative to the Nomination Board. The following shareholders have agreed on appointing a joint representative: PNT Group Oy, Noora Forstén, Fideles Oy, Kristina Pentti-von Walzel, Eva Pentti-Kortman and Kristian Pentti.
YIT’s three largest shareholders, that are entitled to nominate a representative to YIT Oyj’s shareholder’s nomination board, are the above mentioned shareholder group, Tercero Invest AB and Varma Mutual Pension Insurance Company. The following person have been nominated as their representatives to YIT’s Nomination Board:
Juhani Mäkinen, Counsellor of Law, the shareholder group (14.89% of shares and votes)
Alexander Ehrnrooth, President and CEO, Tercero Invest AB (10.19% shares and votes)
Risto Murto, President and CEO, Varma Mutual Pension Insurance Company (7.55% shares and votes)
The Chairman of YIT Corporation’s Board of Directors, Harri-Pekka Kaukonen, participates in the Nomination Board’s work as an expert member. The Nomination Board’s Chairman is Counsellor of Law Juhani Mäkinen.
The Nomination Board prepares the proposals concerning Board members and Board compensation for the following General Meeting
The standing order of the Nomination Board decided by the Annual General Meeting of YIT Corporation on 15.3.2016 regulates in more detailed the appointment and composition of the Nomination Board and specifies its duties and responsibilities.