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AGM 2018

AGM 2018

Annual General Meeting 2018 of Caverion Corporation Caverion Corporation’s Annual General Meeting, which was held in Helsinki on March 26, 2018, adopted the Financial Statements for the year 2017 and discharged the members of the Board of Directors and the President and CEO from liability. In addition, the Annual General Meeting resolved on the use of the profit shown on the balance sheet and the payment of dividend, the composition of members of the Board of Directors and their remuneration, the election of the auditor and its remuneration as well as authorised the Board of Directors to decide on the repurchase of the company’s own shares and share issues. All decisions were made without voting. The minutes of the Annual General Meeting will be available on the company’s website at caverion.com/agm by April 9, 2018 at the latest. Dividend payout The Annual General Meeting approved the proposal of the Board of Directors according to which no dividend will be paid for the financial year 2017. Composition of the Board of Directors The Annual General Meeting elected a Chairman, Vice Chairman and six ordinary members to the Board of Directors. Michael Rosenlew was elected as the Chairman of the Board of Directors, Markus Ehrnrooth as the Vice Chairman and Jussi Aho, Joachim Hallengren, Thomas Hinnerskov, Antti Herlin, Anna Hyvönen and Mats Paulsson as members of the Board of Directors for a term continuing until the end of the next Annual General Meeting. The remuneration to be paid to the Board of Directors The Annual General Meeting decided that the remuneration will remain unchanged meaning that the following remuneration will be paid to the Board of Directors: to the Chairman EUR 6,600/month (EUR 79,200/year), to the Vice Chairman EUR 5,000/month (EUR 60,000/year), to a member EUR 3,900/month (EUR 46,800/year). In addition, a meeting fee of EUR 550 is paid for each meeting of the Board of Directors and its committees. Possible travel expenses are reimbursed in accordance with the principles related to remuneration of tax-exempt travel expenses approved by the Tax Administration. Election of the auditor and its remuneration Authorised Public Accountants Ernst & Young Oy was elected as the company's auditor until the end of the next Annual General Meeting. The auditor’s remuneration will be paid according to invoice approved by Caverion. Repurchase and/or on the acceptance as pledge of the company’s own shares The Annual General Meeting authorised Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares in accordance with the proposal by the Board of Directors. The authorisation covers the repurchase and/or acceptance as pledge of a maximum of 12,000,000 company’s own shares using the company’s unrestricted equity, at fair value at the date of repurchase, which shall be the prevailing market price in the trading at the regulated market organised by Nasdaq Helsinki Ltd. The shares may be repurchased other than pro rata to the shareholders’ existing holdings. The share purchase will decrease the company’s distributable unrestricted equity. The authorisation is valid for eighteen months from the date of the resolution of the Annual General Meeting. The previous authority granted by the Annual General Meeting of March 17, 2017 simultaneously expires. Share issues The Annual General Meeting authorised Board of Directors to decide on share issues in accordance with the proposal by the Board of Directors. The authorisation may be used in full or in part by issuing a maximum of 12,000,000 Caverion shares in one or more issues. The Board of Directors may decide on a directed share issue in deviation from the shareholders’ pre-emptive rights. The Board of Directors would be authorized to decide to whom and in which order the shares will be issued. The authorisation can be used e.g. in order to strengthen the Company's capital structure, to broaden the Company's ownership, to be used as payment in corporate acquisitions or when the Company acquires assets relating to its business and as part of the Company's incentive programmes. In the share issues shares may be issued for subscription against payment or without charge. The Board of Directors is also authorised to decide on a share issue without payment directed to the company itself, within the limitations laid down in the Companies Act. The authorization empowers the Board of Directors to decide on the terms and conditions of and measures related to the share issues in accordance with the Companies Act, including the right to decide whether the subscription price will be recognized in full or in part in the invested unrestricted equity reserve or as an increase to the share capital. The share issue authorisation includes the authorisation to transfer own shares that are in the possession of company or may be acquired. This authorisation applies to a maximum of 12,500,000 company’s own shares. The Board of Directors was authorised to decide on the purpose and the terms and conditions for such transfer. The authorisation is valid until March 31, 2019. The previous authority granted by the Annual General Meeting of March 17, 2017 simultaneously expires. Decisions of the Board of Directors on the composition of its committees Convening after the Annual General Meeting the Board of Directors appointed from among its members the following members to its committees: Human Resources: Chairman Michael Rosenlew, Jussi Aho, Joachim Hallengren, Antti Herlin, Anna Hyvönen. Audit Committee: Chairman Markus Ehrnrooth, Thomas Hinnerskov, Mats Paulsson, Michael Rosenlew. Description of the Committees’ tasks and charters are available at caverion.com/investors/corporate-governance. Combined registration description and data protection file Meeting materials Notice of the meeting (pdf) (includes agenda, proposed members of the board and proposals to AGM) Proposal by the Board of Directors to Authorise the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares (pdf) Proposal by the Board of Directors to Authorise the Board of Directors to decide on share issues (pdf) Proposed members for the Board of Directors (pdf) Financial Statements Release 2017 » Financial Statements 2017 (pdf) Corporate Governance Statement 2017 » Remuneration Statement 2017 » Stock exchange release Decisions of the Annual General Meeting and Board of Directors of Caverion Corporation » Minutes of the meeting Minutes of the meeting (pdf) Presentation material Review by the President and CEO (pdf)

Environment

Environment

Environment   Our footprint We have detailed targets and plans to reduce our emissions and our carbon footprint. At the same time, we work with our suppliers and customers to reduce emissions throughout our value chain. Scope 1: Vehicle fleet Our transition plan to decrease GHG emissions is based on the action plan approved in 2023. For Scope 1, we focus on the electrification of business vehicles and service vehicles. In addition, we plan to purchase low-emission renewable diesel for the remaining diesel-powered service vehicles. By optimising the existing number of about 4,300 service vans and 1,600 passenger cars, increasing our remote services, optimising routes and more economical way of driving, it is possible to achieve significant financial and environmental savings. In 2023, Scope 1 emissions were 0.6% of our total emissions. Service cars accounted for 19,177 tCO₂ (i.e., 97% of Scope 1 emissions). In 2023, we continued to electrify our vehicle fleet in all our operating countries. Particularly good development was achieved in the electrification of business vehicles. By 2025, our aim is that more than half of our service van fleet is electric. Scope 2: Facilities In our transition plan, the reduction of GHG emissions in facilities (Scope 2) is based on switching to carbon dioxide-free electricity and district heating in all rented premises and buildings where it is possible. In addition, we constantly strive to optimise the number of properties, improve the energy efficiency and utilisation rate of facilities, and increase the amount of on-site energy production, if it is the most reasonable option. Our operations are not energy intensive. In 2023, Scope 2 emissions derived mainly from our leased office buildings, amounting to 13,291 tCO₂ or 0.4% of our total emissions. In 2023, the most significant GHG emission reduction action in all divisions was switching to carbon dioxide-free electricity (including renewable energy sources and nuclear power). Scope 3 In 2023, we completed our Scope 3 GHG emission inventory calculations. The vast majority, i.e. 99% (3,215,683 tCO₂) of our total emissions are based on our indirect emissions in the value chain. The main GHG emission categories are: category 1: purchased Goods and Services (in total 12.6% of our total emissions, i.e., 408,847 tCO₂) and category 11: use of Sold Products (in total 85.2% of our total emissions, i.e., 2,766,414 tCO₂). Additional Scope 3 GHG emissions categories relevant to our business are category 3: fuel and energy related activities (0.1% of our total emissions), category 4: upstream transportation and distribution (0.1%), category 5: waste generated in operations (0.0%), category 6: business travel (0.3%), category 7: employee commuting (0.7%), and category 12: end-of-life treatment of sold products (0.1%). These categories, which consist of numerous different business activities, account for 1.2% of Caverion's total emissions. Consequently, our transition plan has only been created for our main categories 1 and 11, which we believe is where we have the greatest opportunity to reduce our Scope 3 emissions. Total greenhouse gas emissions in 2023:    Our handprint As sustainability needs are growing rapidly, we are well positioned to help provide a sustainable and digital future for our customers and the whole society. We offer expert guidance throughout the entire lifecycle of buildings, infrastructure and industrial sites and processes. Our focus is on delivering long-lasting benefits by bringing together people, technology, and data. Our growth in sustainable smart solutions is supported by the joint need to fight climate change and the other megatrends, such as the increasing digitalisation and urbanisation. We are continuously improving and expanding our smart technology and digital solution offering to increase customer value and our carbon handprint. We target a positive carbon handprint five times greater than our carbon footprint (Scope 1-2) by 2025 and 10 times greater by 2030.    With our focus on lifecycle management and smart and sustainable solutions and services, Caverion helps customers achieve substantial energy savings and thus mitigate climate change .  An environmentally compliant supply chain and partners are essential for Caverion.  In 2023, 92% of Caverion’s business was ISO 14001 environmentally certified . ISO 14001 certified business Environmental risks Caverion’s own operations are not extensively energy intensive and therefore risks related to growing energy consumption are moderate. Waste generated and chemicals used in Caverion’s operations are recycled and disposed according to regulatory requirements. For most part, the environmental impact of Caverion’s operations relates to local noise or dust. Caverion continuously follows legislation changes on environment in the EU area and in the other operating countries . Caverion is starting a more in-depth analysis on its impacts on global biodiversity.  Sustainable and smart offering As sustainability needs are growing rapidly, Caverion is well positioned to enable a sustainable, environmentally friendly, and digital future for our customers and the whole society.  The focus is on delivering long-lasting benefits by combining people, technology and data. Caverion' possesses expert guidance throughout the entire lifecycle of buildings, infrastructure and industrial sites and processes. Caverion's holds expert guidance throughout the entire lifecycle of buildings, infrastructure and industrial sites and processes. Examples of our smart and sustainable offering: Our people   Business ethics Supply chain Health & Safety Read more

Supply chain

Supply chain

Supply chain Suppliers play a significant role in our value chain, as most of the technical systems and solutions designed and installed by us include components, materials or services purchased from suppliers. In order to guarantee the sustainable value chain, we constantly strive to develop our supply operations, improve our supply chain’s ESG risk management, and increase the coverage of Supplier Code of Conduct. Supplier operations in 2023 We have several common suppliers serving the demand throughout our operating countries, but a major part of purchasing is done locally in our operating countries using selected suppliers. We value the close location of our suppliers and their ability to react rapidly to changing business needs. We aim to build long-term relationships with our suppliers. We treat all our suppliers equally and honestly following applicable laws and regulations. We do not tolerate any form of bribery or other illegal payments in the relationships with our suppliers. We regularly evaluate our suppliers, follow their performance, and assess potential ESG risks. Supplier Code of Conduct In 2023, 80% (2022: 74%) of our purchase volume was covered by the Supplier Code of Conduct. In addition, some supplier relationships are governed by the supplier’s own Code of Conduct that meets our requirements and is approved by us separately.  According to the Supplier Code of Conduct, suppliers, subcontractors and other business partners shall: Respect human rights arising out of international treaties, in particular the United Nations Universal Declaration of Human Rights Comply with fundamental conventions as defined by the International Labour Organisation Ascertain that its own suppliers comply with requirements that meet or exceed the requirements laid down in Caverion’s Supplier Code of Conduct Read more

Ethical operating culture

Ethical operating culture

Ethical operating culture Caverion applies high quality standards and 100% of Caverion business is ISO 9001 quality certified. As a stock listed company, it is our duty to be a profitable investment for our owners through sustainable operations. Digital responsibility We are committed to continuously developing our information security management to ensure faultless operation of our businesses. We receive a lot of information from customers while providing services, which underlines the importance of the correct management of data. With the implementation of information security and data protection policies, we can accomplish proper data processing objectives. Our company has been awarded an ISO/IEC 27001 information security certificate for its common IT services, indicating that Caverion wants to invest in information security and data protection management. To ensure the correct handling of all data, we have prepared an annual information security and privacy training session which is mandatory for all employees. In 2023, 97% of our employees completed eLearning training on the topic. Protecting personal data The aim of our data protection is to ensure that the processing of personal data does not endanger the rights and freedom of the individual. This is an essential part of our operations, as defined in our data protection policy. We have taken significant measures to ensure that the personal data of our employees and stakeholders is processed in accordance with the General Data Protection Regulation (GDPR).   Anti-corruption and bribery Our zero-tolerance approach to corruption and bribery is an important part of the Code of Conduct . We have several standard control processes aimed at preventing corruption and bribery. These processes are part of both the sales and the delivery phases. The included checks and controls can be for example, monitoring, the use of ethical reporting channels, reviews, due diligence measures, and approvals. The processes are performed in tender preparation and procurement activities as well as in the delivery and execution of our services and projects. The following principles guide Caverion’s relationship with its suppliers, subcontractors, and other business partners: Caverion does not tolerate any forms of bribery or other illegal payments in the relationships with its suppliers, subcontractors, and other business partners. Caverion does everything in its power to prevent bribery, corruption, and white-collar crimes. Caverion supports open and fair competition in all its markets. Caverion complies with the applicable competition legislation in every activity and avoids situations where there is a risk that competition regulations could be breached. Caverion monitors its anti-bribery policies by investigating all reports made through its anonymous whistle-blowing channels. Compliance Our Compliance Program includes clear milestones in order to ensure that all of our businesses are conducted legally, ethically and in a compliant manner. We also have a Group-level Compliance unit headed by the Compliance Officer. The role of the compliance network is to enhance a culture of integrity and responsibility and to build leadership capabilities by rolling out the Caverion Compliance Program to local teams and their operations. How to raise concern as Caverion's stakeholder? Read more