Shareholders´ Nomination Board

Shareholders´ Nomination Board


The Shareholders’ Nomination Board is a body comprised of the company’s shareholders, the duty of which is to prepare proposals on the election and remuneration of the members of the Board of Directors for the General Meeting.

Proposals of the Shareholders’ Nomination Board to the Annual General Meeting

The Shareholders’ Nomination Board of YIT Corporation presents the following proposals to the Annual General Meeting of YIT Corporation, which meets on 17 March 2022:

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 105,000,
  • Vice Chairman of the Board and Chairmen of the permanent Committees: EUR 73,500, unless the same person is Chairman of the Board or Vice Chairman of the Board and
  • Members: EUR 52,500.

In addition, the Shareholders’ Nomination Board proposes that the annual remuneration for the members of the Board of Directors shall be paid in Company shares so that 40% of the annual fee is paid in YIT Corporation shares to be purchased on the Board members’ behalf from the market at a price determined in public trading from a regulated market (Nasdaq Helsinki Ltd). The shares will be purchased within two weeks of the publication of the interim report for the period 1 January 2022–31 March 2022. The Company will pay any costs related to the purchase of Company shares.

The Nomination Board further proposes that in addition to the fixed annual fee, the members of the Board and its permanently and temporarily appointed committees living in Finland be paid a meeting fee of EUR 800 per meeting and members living elsewhere in Europe be paid EUR 2,000. However, if the meeting is held by phone or by other electronical devices and connections, the Board and Committee meeting fee is proposed to be EUR 800 per meeting for both members living in Finland and elsewhere in Europe.

It is also proposed that the chairman of the Board and the chairmen of the permanent and temporarily appointed committees are be paid a meeting fee of EUR 1,600 per meeting. 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 Frank Hyldmar, Olli-Petteri Lehtinen and Barbara Topolska be re-elected as members, and Casimir Lindholm, Jyri Luomakoski ja Kerttu Tuomas be elected as new Board members.

CV's of the proposed members for the Board

The present members of the Board Alexander Ehrnrooth, Kristina Pentti-von Walzel and Tiina Tuomela have announced that they are not available for re-election to the Board of Directors of YIT Corporation for a new term.

All candidates have consented to being elected and are independent of the company or its major shareholders.

Stock exchange release 27 January 2022

Purpose of the 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.

Standing order of the Shareholder's Nomination Board

Compositon of the Nomination Board

Composition of the Shareholder's Nomination Board 

YIT Corporation’s three largest shareholders according to Euroclear’s shareholder register on 31 August 2021 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 and Eva Pentti-Kortman.

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 PNT Group Oy, Noora Forstén, Fideles Oy, Kristina Pentti-von Walzel and Eva Pentti-Kortman (13.78% of shares and votes)
  • Alexander Ehrnrooth, CEO, Tercero Invest AB (11.89% shares and votes)
  • Risto Murto, President and CEO, Varma Mutual Pension Insurance Company (7.55% shares and votes)

Counsellor of Law Juhani Mäkinen was elected the Chairman of the Nomination Board. Harri-Pekka Kaukonen, the Chairman of YIT Corporation’s Board of Directors, participates in the Nomination Board’s work as an expert member.

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. 

Updated 23.03.2021