The Shareholders´ Nomination Board
Proposals by the Shareholder's Nomination Board to the Annual General Meeting 2017
YIT Corporation’s Shareholders’ Nomination Board proposes to the Annual General Meeting, to be held on March 16, 2017, the following:
Decision on the number of members of the Board of Directors
The Nomination Board proposes that a Chairman, a Vice Chairman and four (4) ordinary members be elected to the Board of Directors.
Decision on the remuneration of the Chairman, Vice Chairman and members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the annual
fixed remuneration payable to the members of the Board of Directors to be
elected at the Annual General Meeting for the term until the close of the next
Annual General Meeting be as follows:
- Chairman EUR 79,200
- Vice Chairman and the chairman of the Audit Committee EUR 60,000 and
- members EUR 46,800
The Nomination Board proposes to the General Meeting that as a condition for the annual remuneration the members of the Board of Directors are obliged, directly based on the Annual General Meeting's decision, to use 40 percent of the fixed annual remuneration for purchasing YIT’s shares from the market at a price formed in trading at Nasdaq Helsinki's stock exchange list. The purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1, 2017 to March 31, 2017.
The Nomination Board recommends that the board member would not dispose shares received as the annual remuneration before his/her term as a member of the board has ended.
According to the view of the Nomination Board, the long-term and increasing share ownership of the board members serves the interest of all the shareholders.
In addition, the Nomination Board proposes that a meeting fee in the amount of EUR 550 shall be paid. It is proposed that similarly EUR 550 be paid to the
members of the committees of the Board of Directors for each committee meeting. Per diems are proposed to be paid for trips in Finland and abroad in accordance with the State’s travelling compensation regulations.
Election of the Chairman, Vice Chairman and members of the Board of Directors
The Nomination Board proposes for the term until the close of the next Annual General Meeting that Matti Vuoria be re-elected as the Chairman of the Board of
Directors, Juhani Pitkäkoski as the Vice Chairman, and Satu Huber, Erkki Järvinen and Inka Mero as members of the Board of Directors. The Nomination Board proposes further that Tiina Tuomela is elected as a new member of the board.
Tiina Tuomela, MSc (Eng), MBA, born 1966, works as Executive Vice President at Fortum, Generation Division and Member of the Management Team. Previously, she has worked as Executive Vice President, Nuclear and Thermal Power Division at Fortum and Vice President, Finance, Fortum Power and Heat Oy. Tuomela is Member of the Board of Teollisuuden Voima Oyj.
All candidates have consented to being elected and are independent of YIT Corporation and its major shareholders.
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, 2016 and according to the principles of the standing order have had the right and have be willing to use their right to nominate representatives to the Nomination Board. The following representatives have been nominated to the company’s Nomination Board:
Risto Murto, CEO of Varma Mutual Pension Insurance Company
Kalle Saariaho, CEO of OP Fund Management Company Ltd.
The Chairman of YIT Corporation’s Board of Directors, Matti Vuoria, will serve as the Nomination Board's expert member.
Risto Murto will serve as the Chairman of the Nomination Board.
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.