The Shareholders´ Nomination Board
Proposals of the Shareholders' Nomination Board to the AGM 2020
The Shareholders’ Nomination Board of YIT Corporation presents the following proposals to the Annual General Meeting of YIT Corporation, which meets on March 12, 2020:
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 of the Board 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, 2020.
It is the recommendation of the Nomination Board that members of the Board of Directors not transfer the shares awarded to them as a fixed annual fee until their term on the Board expires.
In the view of the Nomination Board, long-term oriented and increasing share ownership by the members of the Board of Directors benefits all shareholders.
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 permanent or temporary 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 re-elected as Chairman, Eero Heliövaara be re-elected as Vice Chairman and re-elected as members Alexander Ehrnrooth, Frank Hyldmar, Olli-Petteri Lehtinen, Kristina Pentti-von Walzel, Barbara Topolska and Tiina Tuomela.
All candidates have consented to being elected and are independent of the company or its major shareholders, except for Alexander Ehrnrooth, who is dependent of the major shareholder.
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 30, 2019 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 Corporation’s shareholder’s nomination board, are the above-mentioned shareholder group, Tercero Invest AB and Varma Mutual Pension Insurance Company. The following persons 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 (11,61% 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.