Proposals by the Shareholders’ Nomination Board to the Annual General Meeting
YIT Corporation Stock Exchange Release January 17, 2017 at 1:00 p.m.
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. Information relevant to the work of the Board of Directors related to the currently nominated candidates is presented on the company website www.yitgroup.com/nominationboard.
YIT Corporation’s Nomination Board
YIT Corporation's Annual General Meeting decided on March 15, 2016 to establish a Shareholders’ Nomination Board for the time being. The Nomination Board is to prepare proposals on members of the Board of Directors and their remuneration for the Annual General Meeting.
The Nomination Board comprises the representatives nominated by the company’s three major shareholders and the Chairman of the Board of Directors as a specialist member.
The composition of the Shareholders’ Nomination Board having prepared the proposal for AGM 2017 to be held on March 16, 2017 is the following:
- The CEO of Varma Mutual Pension Insurance Company, Risto Murto (Chairman of the Nomination Board)
- The CEO of OP Fund Management Company Ltd., Kalle Saariaho,
- Antti Herlin and
The Chairman of YIT Corporation’s Board of Directors, Matti Vuoria as the invited expert member.
The Nomination Board shall present and provide the grounds for its proposals and submit a report of its operations to the Annual General Meeting.
YIT’s Board of Directors will include these proposals into the notice of the Annual General Meeting of 2017, which is estimated to be published on February 3, 2017.
For further information, please contact:
Risto Murto, Chairman of the Shareholders’ Nomination Board of YIT Corporation, +358 10 244 3119
Juha Jauhiainen, Corporate General Counsel, YIT Corporation, +358 40 725 9643, firstname.lastname@example.org
Vice President, Investor Relations
Distribution: Nasdaq Helsinki, principal media, www.yitgroup.com
YIT creates better living environment by developing and constructing housing, business premises, infrastructure and entire areas. Our vision is to bring more life in sustainable cities. We want to focus on caring for customer, visionary urban development, passionate execution and inspiring leadership. Our growth engine is urban development involving partners. Our operating area covers Finland, Russia, the Baltic countries, the Czech Republic, Slovakia and Poland. In 2015, our revenue amounted to nearly EUR 1.7 billion, and we employ about 5,300 employees. Our share is listed on Nasdaq Helsinki. www.yitgroup.com