Annual General Meeting
The ultimate decision making body in the company is the General Meeting of shareholders. It resolves issues as defined for General Meetings in the Finnish Companies Act and the company's Articles of Association. These include approving the financial statements, deciding on the distribution of dividends, discharging the company's Board of Directors and CEO from liability for the financial year, appointing the company's Board of Directors and auditors, and deciding on their remuneration.
A General Meeting of Wärtsilä Corporation shareholders is held at least once a year. The Annual General Meeting (AGM) must be held no later than the end of June. Under the Articles of Association, an invitation to a General Meeting shall be published in at least two daily newspapers in common circulation in Finland, as decided by the Board of Directors. The invitation shall be published not earlier than two months prior to the Meeting and not later than three weeks before the meeting, however always at least nine days prior to the shareholders' record date. Wärtsilä also publishes its invitations to General Meetings as stock exchange releases and on its internet website. The documents to be submitted to the General Meeting and draft resolutions to the General Meeting are also published on Wärtsilä's website. The invitation to the General Meeting contains the proposed agenda for the meeting.
Shareholders have, according to the law, the right to put items falling within the competence of the General Meeting on the meeting agenda, if the shareholder so notifies the Board of Directors in writing well in advance of the General Meeting so that the item can be added to the Notice of the General Meeting. Shareholders must notify the Board of Directors of the demand four weeks before the delivery of the invitation to the General Meeting at the latest. Wärtsilä publishes well in advance the date by which a shareholder shall notify the Board of Directors of his or her demand as well as the address or email address to which the demand shall be sent.
The General Meeting is organised in such a manner that the shareholders can participate in the meeting as extensively as possible. The Chairman of the Board of Directors, a sufficient number of members of the Board, and the managing director attend the General Meeting. A person proposed for the first time as director participates in the General Meeting that decides on his or her election unless there are well-founded reasons for absence.
Annual General Meeting 2010
Wärtsilä's Annual General Meeting, held on 4 March 2010, approved the financial statements and discharged the members of the Board of Directors and the company's President & CEO from liability for the financial year 2009. All related documents can be found on Wärtsilä's website www.wartsila.com.