​Annual General Meeting 2017

The Annual General Meeting of UPM-Kymmene Corporation took place in Helsinki, Finland on 29 March 2017. The meeting was opened by the Chairman of the Board of Directors, Björn Wahlroos, and chaired by Johan Aalto, Attorney-at-Law. A total of 3,249 shareholders were present or represented at the meeting, representing a total of 266,097,405 shares and votes. The AGM approved all Board proposals and all decisions were taken without voting.

Decisions of the AGM

The AGM approved the Financial Statements of the company and discharged the members of the Board of Directors and the President and CEO from liability for the financial period 1 January-31 December 2016. A dividend of EUR 0.95 per share was paid on 12 April 2017. The dividend record date was 31 March 2017. 

Composition of the Board of Directors

The number of members of the Board of Directors was confirmed as ten, and all incumbent directors, i.e. Berndt Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Wendy E. Lane, Jussi Pesonen, Ari Puheloinen, Veli-Matti Reinikkala, Suzanne Thoma, Kim Wahl and Björn Wahlroos, were re-elected to the Board for a term continuing until the end of the next AGM.

Remuneration of the Board of Directors

The Board remuneration was decided to be raised and it was resolved that the Chairman of the Board will be paid an annual base fee of EUR 190,000, the Deputy Chairman of the Board EUR 135,000 and other members of the Board EUR 110,000. The AGM further resolved that the following annual committee fees will paid to the members of the Board of Directors' committees:

  • the Nomination and Governance Committee Chairman EUR 20,000 and members EUR 10,000
  • the Audit Committee Chairman EUR 35,000 and members EUR 15,000 and
  • the Remuneration Committee Chairman EUR 20,000 and members EUR 10,000.

No annual fees will be paid to a member of the Board of Directors belonging to the executive management of the company. The annual base fee will be paid in the company shares and cash so that 40% of the fee will be paid in the company shares to be acquired on the Board members' behalf, and the rest in cash. The annual committee fees will be paid in cash. The company will pay any costs and transfer tax related to the acquisition of the company shares. Shares thus acquired may not be transferred within two years from the purchase date or until the director's membership in the Board has ended, whichever occurs first.

Auditor and audit fee

PricewaterhouseCoopers Oy, Authorised Public Accountants, was re-elected as the company's statutory auditor until the end of the next Annual General Meeting. Authorised Public Accountant Merja Lindh will continue to serve as the lead audit partner. The audit fee was resolved to be paid against invoices approved by the Board of Directors' Audit Committee.

Authorisation to decide on the repurchase of the company's own shares

The Board of Directors was authorised to decide on the repurchase of a maximum of 50,000,000 of the company's own shares using the company's unrestricted shareholders' equity in the public trading at market price.  The authorisation will be valid for 18 months from the date of the AGM resolution.

Forfeiture of the shares entered in the joint book-entry account and of the rights attached to such shares

The AGM resolved that the rights to the shares entered in the company's joint book-entry account and the rights attached to such shares are forfeited and authorised the Board of Directors to take any and all measures required by such resolution. Shares with regard to which the registration of shareholder rights to the shareholder's book-entry account had been requested prior to the commencement of the Annual General Meeting, and which will have been entered in the shareholder's book-entry account by 30 June 2017, will, however, not be subject to the forfeiture of the rights. The provisions applicable to treasury shares shall apply to the forfeited shares.

Authorisation to decide on charitable contributions

The Board of Directors was authorised to decide on contributions not exceeding a total of EUR 500,000 for charitable or corresponding purposes and to determine the recipients, purposes and other terms and conditions of the contributions. Contributions will be primarily granted under the company's Biofore Share and Care programme whose focus areas are reading and learning, engaging with communities, responsible water use and bioinnovations. The authorisation will be valid until the next AGM.

AGM minutes

The minutes of the Annual General Meeting as well as other meeting documents can be downloaded in pdf-format under the links below.

 Meeting documents

​Minutes of the meeting​​​Notice of the Annual General Meeting
​​Annual Report 2016​Decisions of UPM-Kymmene Corporation’s Annual General Meeting
​​​​President and CEO Jussi Pesonen’s presentation to the AGM

Board and committee proposals to the AGM