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Shareholders´ Nomination Board
Shareholders´ Nomination Board
The task of the Shareholders' Nomination Board is to prepare proposals for the General meeting on the selection and remuneration of Board members.
Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2023
The Shareholders’ Nomination Board of YIT Corporation presents the following proposals to the Annual General Meeting of YIT Corporation, which meets on 16 March 2023:
Number of members of the Board of Directors
The Nomination Board proposes that a Chairman, a Vice Chairman and five (5) 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 2023 – 31 March 2023. The Company will pay any costs related to the purchase of Company shares.
It is recommended by the Nomination Board that members of the Board of Directors do not transfer the shares awarded to them as a fixed annual fee until their term on the Board expires.
The Nomination Board views that long-term oriented and increasing share ownership by the members of the Board of Directors benefits all shareholders.
It was further decided to propose to the Annual General Meeting 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, also for meetings of the Board and its committees held via electronic remote connections or by telephone.
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, it was decided to propose to the general meeting 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, Jyri Luomakoski as Vice Chairman and Sami Laine, Casimir Lindholm, Keith Silverang, Barbara Topolska and Kerttu Tuomas be re-elected as members for a term ending at the close of the next Annual General Meeting following their election.
Proposed members for the Board
With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. In preparing its proposals the Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, has determined that the proposed Board of Directors as a whole also has the best possible expertise for the company and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.
The present members of the Board Eero Heliövaara, Frank Hyldmar and Olli-Petteri Lehtinen 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.
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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.
Composition 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 2022 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 Pentti, Fideles Oy, Eva Pentti-Kortman, Kristian Pentti and Kristina Pentti-von Walzel.
YIT’s three largest shareholders, that are entitled to nominate a representative to YIT Corporation’s shareholder’s nomination board, are therefore Tercero Invest AB, the above-mentioned shareholder group, and Varma Mutual Pension Insurance Company. The following persons have been nominated as their representatives to YIT’s Nomination Board:
- Alexander Ehrnrooth, CEO, Tercero Invest AB, 17.38% of shares and votes
- Juhani Mäkinen, Counsellor of Law, the shareholder group PNT Group Oy, Noora Pentti, Fideles Oy, Eva Pentti-Kortman, Kristian Pentti and Kristina Pentti-von Walzel, 14.59% of shares and votes
- Risto Murto, President and CEO, Varma Mutual Pension Insurance Company, 5.66% of 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