Wartsilae - AGM 04 March 2021
We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.
Under ITEM 10 the board of directors seeks approval for the Company's executive remuneration policy. Although we have no concerns over the proposed changes to the Company’s remuneration policy, the maximum variable remuneration of 350% of annual base salary (50% ST and 300% LT) exceeds the threshold of 300% under our guidelines. In view of Wärtsilä’s size and complexity and/or local market practice, we see no reason to make an exception this time. Accordingly, we recommend to vote OPPOSE.
Under ITEM 11 approval of the Company's first remuneration report is sought. In addition, to disclosure related concerns, of which we deem the absence of specific performance conditions under the LTI the most significant, we note that the total variable salary granted in the year under review, corresponding to 362% of annual base salary, exceeds our maximum threshold of 300% of annual base salary. We furthermore note that currently no ESG targets are incorporated in Wärtsilä’s executive remuneration package, whereas the Company operates in an environmentally sensitive sector. Accordingly, we recommend to vote OPPOSE.
Under ITEM 14 it is proposed to (re-)elect the members of the board of directors. In view of insufficient independent representation on the board as well as other concerns, we recommend to vote OPPOSE.
Finally, we note that the decisions of the AGM 2020 were taken without a written vote, and that consequently, the voting results are not disclosed. As a matter of principle, we believe that, as a minimum, the voting results cast in advance could be diclosed.
Wartsila provides lifecycle power solutions for the marine and energy markets. Co.'s operations can be divided into three segments: Power Plants, in which Co. is a supplier of flexible baseload power plants of up to 600 MW operating on various gaseous and liquid fuels; Ship Power, in which Co. is a provider of products and integrated solutions such as medium-speed diesel and gas engines, low-speed engines, propulsion systems and gears, and seals and bearings; as well as Services, in which Co. supports its customers throughout the life cycle of their installations and provides services including spare parts to operational and maintenance service for both the energy and marine markets.
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