Wärtsilä - AGM 05 March 2020
In general, Wärtsilä is in compliance with the Finnish regulations relating the organisation and procedures of the Annual General Meeting.
Under ITEM 10 the board of directors seeks approval for the Company's executive remuneration policy. ECGS notes that this is the first time that Wärtsilä puts its executive remuneration policy to a(n) advisory vote, which it strongly welcomes. ECGS furthermore applauds all the proposed changes to said policy. On the other hand, ECGS notes that the maximum variable remuneration is not in accordance with its guidelines. Accordingly, ECGS recommends 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, ECGS recommends to vote OPPOSE.
Finally, under ITEM 18 authorisation is sought to issue shares. In aggregate, the authority requested (with deviation of shareholders' pre-emptive rights) is limited to 9.63% of the Company’s share capital and as such would meet ECGS’guidelines. However, ECGS notes that the authorisation includes the possibility to issue shares to the Company itself without consideration. ECGS is not in favour of general authorisations to issue shares (to the Company) without payment and only approves such a proposal when there is a weighty specific reason to do so and it is in the best interest of all shareholders. As it is currently unclear what these future conditions will be, ECGS does not consider this proposal in the best interests of all shareholders and therefore recommends to vote OPPOSE.
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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