Report
Expert Corporate Governance Service (ECGS)
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Wärtsilä - March 07th 2019

In general, Wärtsilä is in compliance with the Finnish regulations relating the organisation and procedures of the Annual General Meeting.

Under ITEM 13, the (re-)election of the board of directors is proposed. The independence ratio on the board will under normal circumstances be 37.5%, indicating that there is insufficient independent representation on the board. In addition, ECGS notes that there are only two women serving on the board, which is below its threshold regarding gender diversity. ECGS furthermore notes that board Chairman, Mr. Lilius, is currently chairing the remuneration committee, which is not in accordance with its guidelines either. Based on these concerns, ECGS recommends to vote OPPOSE.

Under ITEM 17, the board of directors seeks authority to issue shares. The authorisation will remain in effect for 3 years and the board shall be entitled to waive shareholders' pre-emptive rights. In aggregate, the authority requested 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 interest of all shareholders and therefore recommends to vote OPPOSE.

The are no further peculiarities.

Underlying
Wartsila Oyj B

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.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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