Tieto Oyj (TIETO) Earnings Call Transcript & Summary
March 25, 2021
Earnings Call Speaker Segments
Unknown Attendee
attendee[Audio Gap] Company's Board of Directors. To prevent the spreading of the COVID-19 pandemic, we were unfortunately not able to meet physically this time. I'm, however, confident that we will share the same concern and appreciate the measures taken to arrange this meeting in due time, but most of all, in a manner that ensures the safety of all our shareholders and the company's personnel. After the former AGM part, this webcast will continue with the Q&A session, where you are able to present questions to the management. I hope that you can follow well and enjoy the presentations via the webcast. I will now hand over to the attorney at law, Mr. Seppo Kymäläinen, who'll act as the Chairperson of this AGM.
Seppo Kymäläinen
attendee[Interpreted] I want to thank the Chairman of the Board for his opening words. And I also want to welcome the audience of this webcast to follow the Annual General Meeting of TietoEVRY PLC. And as the Chairman of the Board just said, the Board this year has decided that we'll have exceptional, just advanced voting based process to vote that is based on so-called temporary and that has been done for the general meeting to be taking place in a [indiscernible] manner and also taking into account the health and safety of company stakeholders, personnel and other stakeholders and shareholders. And according to the notice, you can follow this meeting through a webcast. But during the webcast, there's no real-time possibility to ask any questions or take the floor. But after the actual AGM, there will be a separate webcast that was mentioned, will continue and then it's question answers, where shareholders can ask questions to the company's management. And that separate Q&A session is not part of the actual Annual General Meeting. The actual meeting is mainly conducted in Finnish language, but we also have some English presentations. There's simultaneous interpretation into English of this, and you can follow interpretation through the webcast and English. And in addition, there are presentations in English. The meeting can be followed in English through simultaneous translation over the webcast. We'll call as the secretary of this meeting and deputy general counsel is here, who's been at the company. To the shareholders' nomination board, its proposals to the annual general meeting have been published on a stock exchange release and the company's website on the 18th of December 2020. And the Board of Directors' proposal to the annual general meeting have been published in a stock exchange release and also the company's website on the 17th of February 2021. These proposals have also been published as part of the notice to the meeting on 2nd of March 2021. It is noted that also otherwise, the documents and information provided by the Companies Act and Securities Market Act have been available to shareholders on the company's website according to and also would apply for the period required by the Companies Act before this meeting. There's a deadline set for counter proposals, which is 5th of March, 2021 at 6 -- 4:00 PM afternoon. The company's shareholders have not submitted any counter proposals for voting as concerning the proposal -- resolution of the agenda. And the shareholders have been able, of course, under Temporary Act ask questions as referred to in Chapter 5, Section 25 of the Companies Act on the matters to be discussed during the meeting until the 11th of March this year. The company has received one such question concerning remuneration of the management, and that question has already been answered on the company's website on the 16th of March. And as it has been publicly provided [indiscernible] the Annual General Meeting only in advance, voting has been carried out on each matter on the agenda. In accordance with the Temporary Act, and it has been possible to vote against each proposal on the agenda without making a counter proposal. Summary by Euroclear Finland Oy of the votes cast in advance voting will be attached to the minutes. And the results for every item will be confirmed by the summary provided by Euroclear Finland. A shareholder may have failed to submit voting instruction on each item in which case she or he shall not be deemed to have been represented on that item. As a result, the number of shareholders and shares represented may not always be the same on all items. In addition, the arrangement, we have the Temporary Act due to the Corona pandemic. We have Companies Act and the Temporary Act under exceptional procedures. As for the meeting arrangement complied with the company practices and recommendations of the advisory of the Board of listed companies. The company and Euroclear Finland have confirmed that they have not become aware of any technical or other problems or ambiguities related to advance voting or meeting procedure. And the shareholders' right to participate in the correctness of the vote have been verified in a manner comparable to an ordinary annual general meeting and this will be noted into the minutes. We move on to the agenda Item #3, election of person to scrutinize the minutes and to supervise the counting of votes. And persons [indiscernible] minutes -- to supervise the counting of votes and scrutinize the minutes is noticed as General Counsel, Jussi Tokola. We now move on to item #4 of the agenda, which is recording the legality. [Audio Gap] on stock exchange release and company's website on the 2nd of March this year. And the registration for the meeting advanced voting had to take place no later than the 19th of March this year by 4:00 p.m. and the nominee registered shareholders [indiscernible] the meeting had to be notified for the entry in the company's temporary shareholder register, no less than the 22nd of March by 10:00 a.m. I have understood that no views on the legality of the meeting procedures have been presented to the company. No, secretary just confirmed that this is the right understanding. It is stated that the Annual General Meeting has been convened in accordance with the provisions of the articles [indiscernible] Companies Act and the Temporary Act to limit the Coronavirus epidemic. And therefore, this Annual General Meeting is legal and consists a quorum. The notice of the meeting, which contains the Board's proposal of the meeting and also nomination board proposals are appended to the minutes. We move on to Item #5, which is recording the attendance at the meeting and adoption of listed votes. Euroclear Finland Oy has provided the company with a list of shareholders who have voted in advance, either in person or through an authorized representative during the advanced voting period and who have the right to participate in the meeting, according to Chapter 5, Section 6 and 6a of the Companies Act. And with that according to Article 11 of the association, no shareholders allowed to vote at the General Meeting with more than 1/5 of the votes represented at the meeting. So based on the advanced voting, more than 14,077,661 votes. It is noted that in advanced voting, total of 321 shareholders participated, representing a total of 70,388,307 shares and votes. The list of participants and the list of votes for the meeting are confirmed, and therefore, provided by Euroclear Finland and will be appended to the minutes. It is noted that in addition to me, there's also Chairman of the Board, Tomas Franzen through remote access; the company's President and CEO, Kimmo Alkio; the Secretary of the meeting,Esa Hyttinen; and also present to scrutinize minutes and supervise count of votes, Jussi Tokola, company responsible auditor, Jukka Vattulainen remotely; and also, as the result provider for register of voting, representative of Euroclear Finland Oy via remote access. We now move on to Item #6 of the agenda, which is presentation of the 2020 annual accounts report of the Board of Directors and the Auditor's report. And the Chairman of the company, Tomas Franzen will now give an overlook through remote access concerning the operation by the Board for financial period 2020. Chairperson of the Board of Directors, Mr. Tomas Franzen, to give an overview of the work of the Board of Directors in 2020.
Tomas Franzen
executiveThank you. With the following slides, I will summarize the activities of the Board and its committees in 2020. You can find more information on these topics from our integrated annual report, which is available on our web pages. The Annual General Meeting 2020 reelected 9 Board members. Katharina Mosheim joined as a new member to the Board. On this slide, you can see the responsible board members, including 4 members elected by the personnel. Many of the Board's activities are based on an annual plan. In 2020, the Board supported the management to ensure that the long-term merger synergies are achieved at TietoEVRY to realize its great potential to create growth and value to the shareholders in the future. The global COVID-19 pandemic required rapid adoption to the new situation operationally, but also impacted on board work. All Board meetings since the first constitutive meeting have been arranged as video meetings. The Remuneration Committee held 6 virtual meetings in 2020. In addition to the normal responsibilities within the scope of its charter, the committee concentrated on reviewing and developing remuneration of the company. The Audit and Risk Committee convened via video 6 times. The main focus of the committee is to evaluate internal control and to ensure reporting, interim reports and financial statements. In 2020, the committee kept a close eye on the impacts of the COVID-19 on the company's performance and monitored project management and quality.
Unknown Attendee
attendee[Interpreted] I want to thank the Chairman of the Board for this. And next, the company's present CEO, Kimmo Alkio, who will give his report on company's operations during financial year 2020 and after that. Kimmo, please take the floor.
Kimmo Alkio
executive[Foreign Language] And thank you for handing it over. And this session will be conducted in English for the benefit of our international audience. First of all, a very warm welcome on my behalf and on behalf of all TietoEVRY employees to this year's Annual General Meeting. What an exciting and demanding year, it has been in terms of our integration and the era during the pandemic. In this presentation, I'll share perspectives across market drivers, our performance, progress of our integration and our way forward. I would like to begin with the consideration of what an exciting role we have as TietoEVRY as 24,000 professionals in the company. We have a very significant and meaningful role in the development of society in the digital world. During the past few years, big progress has been made already in innovation and delivering personalized and intelligent experiences across all industries, across both public and private sectors and much more is to come. In addition to creating these data-rich experiences with and for our customers, we have an active role in driving sustainability, ethics and cybersecurity through smarter use of technology. This stride towards a data-driven world is very meaningful for us in TietoEVRY and in full support of the main interest of all of our stakeholders, from customers, employees and shareholders in creating highly advanced, sustainable and competitive societies. Our role is very meaningful and very exciting. Furthermore, when we look at the overall industry development, it is very interesting and very beneficial to companies such as TietoEVRY as technology has become the core of transformation in the minds of all decision makers across all industries. Traditionally, companies would have advance their competitiveness by manufacturing, products and services faster and cheaper. Nowadays, as reflected upon in the graph here, the adoption of data, adoption of intelligence is being embedded into all services across all industries. Even during the after pandemic, we have seen the digital adoption being accelerated by a multitude of 3 years, visible in industries such as retail and health care welfare. Furthermore, the innovation in new technologies is already accelerating this type of digital adoption and change, and we anticipate further acceleration in the years to come through greater adoption and utilization of technologies such as cloud, such as data and analytics, such as open application programming interfaces and edge computing. And this will also play to the business interest of TietoEVRY as we are the adviser for our companies on the smart digital adoption of new technologies at the appropriate point in time. The development in the market also provides very interesting opportunities for our TietoEVRY. We have a significant presence and role in the Nordic and Nordics being in the forefront of digital adoption in a multitude of industries, this gives us great insights into future businesses. Furthermore, we see additional opportunities through the combined capabilities in software businesses, higher scale and further expansion potential. And overall, after 1 year of integration, we are convinced of the possibility to realize the full potential of the merger of our 2 companies, both in terms of growth, scale and overall attractiveness in terms of a great place to be for our future employees. The foundation we have already been able to create consist of 24,000 professionals working across approximately 20 countries, servicing enterprises, servicing the public sector, supporting our customers in their operations across approximately 85 countries around the world. And as TietoEVRY, we bring highly advanced capabilities across these new technologies such as cloud data and the software capabilities for the benefit of our customers. With the combined capabilities and strengths we have, we see further expansion potential first in the Nordic countries and especially through our software and R&D-oriented services, greater expansion potential within the international markets, a very good foundation to build from and to take advantage of the global phenomenon of the digital agenda. The types of staging we have underway is best described in these 3 phases. Year 2020 has been extensively about a year of integration, getting really going as TietoEVRY, and I will add more insight to the actual integration that has taken place. And the second very interesting chapter taking place this year in 2021 is the enablement and acceleration of our growth agenda, and we believe further expansion and growth potential will further be materializing within the next few year -- a few year time frame. And this type of staging, in light of the merger, we believe will be very important and very competitive in the marketplace. Naturally, one very important priority for us is to consistently continue to improve our financial performance and shareholder returns. On a longer horizon, we have progressed fairly well, consistently improving profitability and cash flow, with clear strengths also taking place last year in 2020. Furthermore, we have provided attractive dividend payout over the years for quite a long time, and this is very important. Increase in base dividend has been our dividend policy for several years. Furthermore, in the numbers, the merger is naturally visible in 2020 in the overall figures, while the 2019 dividend level has been and was impacted by the pandemic, as recognized in the payouts during last year. And overall, with this trajectory in mind and the importance of sustainable, competitive improvement, sustainable improvement in company's financial performance, we do believe that the dividend attractiveness and shareholder returns shall continue to be attractive and will be very high in the agenda for the company. Furthermore, we have upgraded our financial expectations at the Capital Markets Day session on the 3rd of December last year with the 5 major components regarding the target level. Growth acceleration to 5% level by 2023, further improvement and positive development in adjusted profitability of 15% and reaching the level -- onetime items level of approximately 1% of revenues after this year being 2021, and from a leverage net debt to EBITDA standpoint below 2 by the end of 2022, and to confirm the importance of the aim and target for sustainable dividend increase on an annual basis. With these considerations in mind and in light of also the market development, our competitiveness, as TietoEVRY, we do firmly believe in continued attractive shareholder returns for the years to come. Next, I would like to spend a few minutes to share some of the practicalities of the full year 2020. Overall, solid performance in the midst of a very active integration and the pandemic. Overall, the COVID-19 activities, a lot of attention paid around engagement, well-being of our employees, this enabling great care for the service levels and quality of the services delivered to our customers and given the impact of the pandemic on company's revenues, in our case, approximately 3% impact on revenues. Naturally, we also did experience the need for additional cost control throughout the year. Furthermore, the very active agenda and high focus on integration continues to deliver on all major milestones being well on schedule and also throughout the year, being well on track in delivering our intended synergies. And during the year, we also uplifted the outlook on total synergies. Furthermore and very important always, and I say, especially in the year of integration is to pay a high degree of attention to the external market, winning business, winning market share and we have been able to demonstrate competitiveness and customer trust, both in terms of taking great care of our existing customers and winning some very important and interesting contracts especially during the second half of 2020. And overall, financially solid performance and strong cash flow. Regarding the financials revenues approximately EUR 2.8 billion; organic growth, minus 2%, also in light of the aforementioned 3% impact from the pandemic; adjusted profitability, EUR 355 million, 12.7%; reported profit EBIT at EUR 146.9 million, 5.3%; operating cash flow, really strong at EUR 355 million and also favorable development in the leverage of the company; net debt to EBITDA, 2.5 at the end of the year. With these favorable developments in a challenging era of the pandemic, the Board is proposing to the AGM a dividend of EUR 1.32 per share, representing a dividend yield of 4.9%. And overall, consistent with the earlier considerations on the importance of the dividend attractiveness for the longer-term for TietoEVRY. I would furthermore like to add a little bit of insight into the combined businesses in TietoEVRY as we report TietoEVRY as a merged company now for the first full fiscal year. In an era of the digital consulting, doing highly advanced work around cloud-native application development, data -- and data analysis, data platforms, we had very clear improvement in profitability, pandemic impacting the revenue development. Cloud and infrastructure business, a number of very transformative programs taking place throughout the year and also requiring very active cost structure management. The cloud and infrastructure business was impacted by a few relatively large premerger loss customers. Industry software, also in the midst of the pandemic, organic growth solidly maintained and very strong improvement in profitability. Financial Services solutions, nowadays, a very much of a stronghold based on the combined assets within the company, very significant wins, especially in the second half of last year with a very strong backlog as we enter 2021 well favorable growth outlook for the years to come, and we continue to invest for the sake of future scale and overall performance at a fairly fine level for last year. Product development services, clear improvement in profitability, while specifically, the automotive sector within our PDS business impacted by the pandemic. So overall, our development in the businesses are quite typical to what's happening in our industry. Some business is slightly more impacted by the pandemic, while very firm attention across TietoEVRY on the importance of maintaining a competitive cost structure and maintaining our eye on future innovation and always eye on the ball regarding profitability. Furthermore, a few reflections on a very interesting year of integration. As many of the audience will remember, the merger of TietoEVRY was announced on June 18, 2019. We did receive the authority approvals early December 2019, and went live on the 1st of January operationally as TietoEVRY during Q1 and Q2 of last year, naturally a high degree of attention in getting the total TietoEVRY operations live, organization, all the managerial appointments and the like. And we got going fairly fast and overall maintained a very, very high degree of attention on the operational integration of TietoEVRY. Furthermore, one interesting data point, which was in the Q2 report in July of last year. Given the on schedule execution, overall of the integration, we not just confirmed the outlook on synergies. We actually uplifted the outlook of synergies from EUR 75 million to EUR 100 million level. And furthermore, during the third and fourth quarter of last year, very operational duties, getting tools, processes and overall employee engagement and cultural development, very, very high on the agenda. And we reported a total development regarding innovation and the company performance on February 17 in terms of the full year 2020 performance. Very interesting, great deal of learnings, and we have been able to stay very well on track with all earlier expectations regarding the potential of TietoEVRY and everything important continues to be on schedule regarding our total integration. With this in mind, we continue to see the potential of not just meeting our expectations of the merger, but expanding the potential value in the years to come. 4 main factors, the enrich service portfolio, the capabilities of 24,000 professionals and overall market reach here in the Nordics and over time, potential for international expansion, especially through the new strengths in the total software businesses in the company. And we shall maintain our eye on the ball regarding innovation and the delivery of the synergies in terms of ensuring the competitiveness of the firm, the cost structure competitiveness and naturally to take care also of the shareholder interest very importantly. And overall, I would like to highlight that the value of the Nordic heritage overall has created a strong cultural foundation, which in many mergers can be a risk. We believe this is actually an asset for TietoEVRY, that we have the type of era and the culture on equality that we are able to well build from. As we have shifted into 2021, we have a few specific drivers that have naturally been deployed already within the company. First one relates to the earlier reflection on the market development. Technology is already at the core of our customers' decision-making, our customers' investments and overall agenda for competitiveness, investments being extensively driven by cloud data and automation areas which are well familiar to our company. Furthermore, I would like to also reflect briefly on the continued impact of the pandemic, we did experience impact, especially second half of 2020. So far, we anticipate -- based on the day-by-day knowledge of how the pandemic evolves, we anticipate the COVID-19 to continue to have impact, especially through in the first half of this year, and we are gearing our overall agenda and the investments to be growing, especially in the post-pandemic era. And overall, from an integration standpoint, our retention continues to shift towards growth agenda, personal development and overall innovation. So with this in mind, I firmly believe also 2021 will be a year that we continue to sustainably develop the company's performance, realize value from the merger and new flavor from '21 to '21 with the ambition of starting to grow and gaining market share. One very important factor in any technology company, especially now in TietoEVRY as we have 1 year of integration behind us, we have high degree of attention in creating a great place to be for TietoEVRY professionals and for future talent. 4 major factors that we continuously work on. One is the value base, openness, trust and diversity. I also believe this is also working in terms of gaining greater trust from our customers as we are able to move faster and with a very open, transparent agenda in the engagement. Lifelong learning in the technology sector is very important, both self driven by employees and naturally structured capabilities from the company standpoint. Purposeful work, we are supporting the development, the digital society across all industry sectors and supporting the sustainability agenda, which is becoming continuously more and more important. And the importance also of the inclusive workplace and consideration for the future work and the era of the pandemic will profoundly change the way people work in the future. We believe we will be highly advanced in supporting new ways of working for the colleagues. To conclude the consideration on the inclusiveness and values, the uniqueness of TietoEVRY and strengthen the integration that everything begins and ends with the consideration of utmost respect at the individual level and people helping each other to be successful and to also cope in the era of the pandemic. Sustainability is becoming very, very important in terms of every employee for all our customers, and we also believe, from an investor standpoint. We have a highly attractive and advanced sustainability agenda with a couple of main components I'd like to highlight. One has to do with the total diversity charter, and we have specifically highlighted our plan and target for gender balance to reach a 50%, 50% level by 2030. This is something we believe is very important, again, in terms of advancing the technology sector, advancing equality and diversity. Other one I would like to highlight is the 100% circularity, the reuse and recycling of the goods and services that we use in TietoEVRY, our hardware and as well as for our customers. And furthermore, I would like to highlight our target of 80% reduction of CO2 emissions by '23. So this is something that we have been working on consistently for a number of years. And we have a great deal of common experiences, more and more, I'd say, on a monthly basis with our customers, how we are tangibly together able to prove that we are doing smarter things through smarter use of technology and supporting the sustainability agenda of also our customers and to the benefit of our constituents. With this in mind, I'd like to show a short video on the importance and our drivers for sustainability. [Presentation]
Kimmo Alkio
executiveI hope you enjoyed the video on sustainability. I believe we'll be hearing a lot more very cool stories of achievements TietoEVRY will have with our customers in creating a more advanced, sustainable digital world. I hope you have enjoyed the CEO summary, and I will -- CEO overview, and I would like to summarize the main points in this CEO presentation. The overall market development is something in the technology sector taking advantage of the advantage of the digital and data-oriented possibilities that will open up avenues for innovation and growth for the years to come. And this is something very exciting and important in the agenda for TietoEVRY. With this in mind, and with the combined capabilities of TietoEVRY, we believe we are stronger than ever in terms of our competitiveness and over time, opening up avenues for growth. We are meeting the expectations and plans on the integration and look forward to further value expansion and will continue to sustainably work on the financial performance and drive for attractive shareholder returns. And I would like to finally mention, especially in the era of the pandemic of the importance of creating safe places for employees to work safely with our customers and everybody taking care of each other. Thank you.
Unknown Attendee
attendee[Interpreted] Thank you, President and CEO, Kimmo Alkio, for this review. As participation in this general meeting has been possible only advance. I note that 2nd of March of this year, the website and also stock exchange release have published the financial statements and reported Board of Directors have the auditors report, deemed to have been presented as published. And these annual accounts and auditors report documents will be appended to the minutes. We now move on to Item #7 of the agenda, which is adoption of the annual accounts. In his report, the auditor did not have any remarks on the company's annual accounts and it is noted that for the vote, the number of shares participated 70,370,861 shares and votes, corresponding to about 59.4% of all shares and votes in the company. And all the votes were cast in favor of the approval of the accounts. And as for the number of shares represented and they have not been voted on is 14,576. And we can say that voting results, based on that, annual general meeting has approved the financial statements for financial period of 1st of January, 2020 till 31st of December, 2020. And we will note this in the minutes of meeting. We now move on to Item #8 of the agenda, which is resolution on the use of profit shown on the balance sheet and payment of dividend. The Board of Directors have proposed to the Annual General Meeting that based on the balance sheet to be adopted for financial year ended this year -- or the last year, 2020, a dividend totaling EUR 1.32 per share will be distributed in 2 installments of EUR 0.66 from the distributable funds of the company as explained more in detail in the notice to the meeting. The first dividend installment will be paid to shareholders who at the record date, which is 29th of March, are recorded to shareholder register held by Euroclear Finland or by Euroclear Sweden or Verdipapirsentralen in Norway. The dividend shall be paid beginning from of 8th of April, '21. The second dividend installment will be paid to shareholders who are on the second record date for that dividend payment on December 27 recorded in the share register held by Euroclear Finland or registered by Euroclear Sweden or registered by Verdipapirsentralen in Norway. And the second installment shall be paid so from 6th of October. The proposal by Board of Directors as described in it's entity and the notice to the meeting, and it will be appended to the minutes. And it is also noticed that in the vote, 70,388,307 shares and votes have participated, corresponding to about 49 -- 59.4% of all shares and votes. And in favor, number of shares was 70,297,887 votes, which were -- and corresponds to 99.87% about, of votes cast. Then against votes number is 90,420 votes, which corresponds to 0.13% of votes cast. And all of the shares represented on this item have been voted on. It is noted that based on this voting result, the Annual General Meeting has decided on the distribution dividend in accordance with the Board's proposal. We now move on to Item #9 of the agenda. Resolution of the discharge of the members of the Board of Directors and the CEO from liability. The discharge from liability concerns all the persons who have acted for financial year as members of the Board or Deputies or as CEO. It is noted that the number of votes -- participating votes and shares is 70,370,469 votes and shares, which corresponds to about 59.42% of all shares and votes in the company. And in favor of this were 70,345,969 votes, which corresponds to about 99.98% of the votes cast. And then against 15,500 votes corresponding to about 0.02% of the votes cast. And the number of shares represented on the items that have not been voted on is 14,576. And based on this voting result, the Annual General Meeting has decided to grant the discharge from liability from the -- until the financial period ending 1st of December 2020. The persons who have been members will [indiscernible] members of Board of Directors and CEO. We will now move on after this decision, to item #10 of the agenda, which is presentation and the option of the remuneration report. And on this time item -- the chairperson of the Board of Directors and Remuneration Committee Tomas Franzen will briefly remotely present to us the company's approved report. Tomas Franzen to present the company's remuneration report, please?
Tomas Franzen
executiveThank you, Mr. Chairman. Remuneration in listed companies is under continuous discussion and scrutiny. Companies are accountable to report on the remuneration, timely and transparently. This has been our approach for years, and therefore, I wish to give you an overview of the remuneration at TietoEVRY. The entire remuneration report is available on the web pages. Competition on skilled and productive individuals set the baseline for remuneration policies. In the IT industry, the race for talent is of global nature. We shall not succeed unless we have the best and most motivated people working for us. TietoEVRY reflects its remuneration practices against these requirements. Although financial rewards are not the only decisive factor, it's an important element to ensure that TietoEVRY is on par with its competitors. In addition to succeeding in the competition of talents, this is evenly important to align the interests of the shareholders and management. This slide illustrates TietoEVRY's different total reward elements and their purpose. Remuneration comprise of 4 main components: base salary, benefits, short-term incentives and long-term incentives. In our remuneration, we carefully take into consideration the established market levels and public discussions and then continuously update our views to make well-founded decisions. In line with the reward structure of the previous slide, here, you can see a summary of the President and CEO remuneration in concrete. The CEO's base pay is annually benchmarked against relevant Nordic and European companies and set to competitive level. In 2020, it was EUR 777,000. Kimmo Alkio has done an excellent work in TietoEVRY's leadership, and we want to make sure that he is at our service also in the future. Kimmo's supplementary defined contribution pension plan with 23% company contribution for the CEO is well aligned with the Finnish market practice. The CEO's short-term incentives that are linked with the company's performance and shareholders' interest can range from 0 to max 150% annual base salary, and long-term incentives from 0 to 250%. Performance criteria, their weightening and other details on remuneration are visible on the web pages. On the right-hand side, you will see all payments delivered during 2020. Thank you.
Unknown Attendee
attendee[Interpreted] I would thank the Chairman of the Board for this report. And it's noted that since participation in the general meeting has been [indiscernible] already in advance, therefore, stock exchange release from 2nd of March for the remuneration report, considering Board of Directors and CEO remuneration policy and implementation of that and also a presentation of the remuneration of company's body for the financial year has been available on the company's website. And therefore, we have by deem that they have been presented as published. The remuneration report will be appended to the minutes. It is noted that in this vote, number of shares participated is 70,376,923 shares of votes corresponding to about 59.43% of all shares and votes in the company. And the remuneration or for that in favor, the number of shares was 56,394,704, which corresponds to about 80.13% of all votes. And against 13,982,176 votes corresponding to about 19.87% of the votes cast. And the number of shares represented on the [ agenda ] have not been voted on is 8,264. And according to result of the vote, the Annual General Meeting has approved the remuneration report for 2020 and it is noted that decision is -- and the matter is advisory by nature. We now move on to Item #11 of the agenda, resolution of the remuneration of the members of the Board of Directors. It is noted that the shareholders nomination board proposes to the Annual General Meeting that as for the Board of members elected here and also the employee representative elected as ordinary member, the remuneration will be kept at the same level as in 2020. The proposal by the nomination board in detail has been described in the notice of the meeting and also published on stock exchange release and the proposal as a whole will be appended to the minutes. And it is noted that as for the vote, the number of shares was 70,383,403 shares and votes corresponding to about 59.43% of all shares and voted in the company. And the votes cast in favor was 70,363,043, corresponding to about 99.97% of the votes cast and the number votes against was 20,360 votes, which corresponds to 0.03% of the votes cost. And the number of shares represented on the item that have not been voted on is 1,894. It is noted based on the voting results that the Annual General Meeting has decided that the members to be elected to the Board directors shall be remunerated according to the proposal made by the nomination committee. We now move on to Item #12 of the agenda, which is resolution of the number of members of the Board of Directors. It is stated according to the [indiscernible] the company's board of directors consists not less than 6, no more than 12 members. The [indiscernible] board has proposed to the meeting that a number of the members to be confirmed here should be 11. And this proposal has been published on the stock exchange release and also included in the notice, and it will be appended to the minutes. It is noted that the number of shares that participated was 70,282,369 shares and votes corresponding to about 59.43% of all shares and votes in the company. And the votes in favor were 70,347,582 votes, corresponding to about 99.95% of the votes cast. And those against this proposal, the number was for 34,787 votes, corresponded by 0.05% of votes cast. And the number of shares represented on the items that have not been voted on is 2,618. And based on this result -- voting results, the Annual General Meeting has decided according to proposal by nomination committee to number -- to decide the number of members of the Board of Directors shall be 11. And for the record, it is noted that it ever has organized a personal representation according to the regulation across the board mergers, and the person has, in addition to the members elected at the Annual General Meeting, 4 permanent members and their personal deputies to the Board of Directors. We will move to agenda Item 13, election of members of the Board of Directors and Chairperson. It shall be noted that the shareholders' nomination board proposes to the Annual General Meeting that the current board members, Tomas Franzen, Salim Nathoo, Timo Ahopelto, Harri-Pekka Kaukonen, Rohan Haldea, Liselotte Hägertz Engstam, Katharina Mosheim, Niko Pakalén, Endre Rangnes and Leif Teksum be reelected. In addition, it is proposed that Angela Mazza Teufer be elected as a new Board member. The shareholders' nomination board proposes that Tomas Franzen shall be reelected as the Chairperson of the Board of Directors. It was noted that the term of notice of the Board members ends at the close the next Annual General Meeting, all the proposed candidates have given their consent to being elected. The proposal has been published by stock exchange release, and it has been described in the notice to the meeting. The proposal shall be appended to the minutes. It is noted that 70,383,343 shares and votes have participated in the voting corresponding to 59.43% of all shares and votes in the company. Votes for the proposal were 68,733,665 votes, representing 97.66% of the votes cast, and against the proposal were 1,649,678 votes were cast against the proposal corresponding to 2.34% of the votes cast. The number of shares represented on the items that have not been voted on is 1,844. It is noted that based on the voting results, the Annual General Meeting has decided on the election of the members of the Board of Direct and the Chairperson of the Board of Directors, according to the proposal by the nomination committee. It was also noted that in addition to the above candidates, the company's personnel has elected 4 members, each with a personal deputy to the Board of Directors. It is noted that currently, the representatives in the Board of Directors elected by the personnel are Tommy Sander Aldrin, deputy Sigmund Ørjavik; Ola Hugo Jordhøy, deputy Sigve Sandvik Lærdal; Anders Palklint, deputy Robert Spinelli; and Ilpo Waljus, deputy Jenni Tyynelä. These representatives have been elected until the Annual General Meeting 2022. Next agenda Item 14 resolution on the remuneration of the auditor. The Board of Directors has proposed to the AGM as per the recommendation of the Board's Audit and Risk committee that the auditor to be elected at the AGM be remunerated according to the auditors invoice and in compliance with the purchasing policies approved by the committee. The proposal was published in a stock exchange release and is included in the AGM notice. It is noted that 70,384,137 shares and votes have participated in the voting corresponding to 59.43% of all shares and votes in the company. Against -- for -- in favor of proposal, 70,359,170 votes corresponding to 99.96% of the votes cast and against 24,967 votes corresponding to 0.04% of the votes cast. The number of shares represented on the items that have not been voted on is 850. Based on the voting results, the AGM have hereby decided to remunerate the auditor according to their invoice and in compliance with the purchasing policies approved by the Audit and Risk Committee. Moving on to agenda Item 15, election of the auditor. The Board of Directors has proposed to the AGM as per the recommendation of the Board's Audit and Risk Committee that the firm of authorized public accountants, Deloitte Oy be elected as the company's auditor for the term ending at the close of the next AGM. Deloitte Oy has informed that the responsible will continue to be Jukka Vattulainen APA. It is noted that 70,383,376 shares and votes have participated in the voting corresponding to 59.43% of all shares and votes in the company. In favor of the Board's proposal were 69,546,472 votes, representing 98.81% of the votes cast. And against the proposal were 863,904 votes corresponding to 1.19% of the votes cast. The number of shares represented on the items that have not been voted on is 1,611. Based on the voting results, the AGM has decided, in accordance with the proposal of the Board of Directors, that the firm of authorized public accountants, Deloitte Oy, will be reelected as the company's auditor for term ending at closing of the next Annual General Meeting. Agenda Item 16, authorizing the Board of Directors to decide on the repurchase of the company's own shares. The Board of Directors proposes to the AGM that the Board of Directors be authorized to decide on the repurchase of the company's own shares. The proposal has been included in the AGM notice and it has been available for the shareholders to review on the company website. The proposal by the Board of Directors shall be appended to the minutes. The approval of the proposal in this item -- the amount of own shares to be repurchased shall not exceed 11,800,000 shares, which currently corresponds to approximately 10% of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares. And shares can be repurchased at a price formed in public trading on the date of the repurchase or at a price otherwise formed on the market. This authorization has been described in the notice to the meeting and on the web page of the company. The authorized and -- the approval of the proposal in this item requires a majority of 2/3 of votes cast and shares represented in the meeting. It is noted that 70,374,919 shares and votes have participated in the voting corresponding to 59.43% of all shares and votes in the company. For -- in favor of the proposal were 70,373,919 votes, representing 99.99% of the votes cast and approximately 99.98% of shares represented in the item. These numbers may vary slightly. And 1,000 votes were cast against the proposal, which corresponds to 0.01% of the votes cast and shares as well. The number of shares represented on the items that have not been voted on is 10,418 amounting to 0.01% of shares represented in the item. Based on the voting results, the AGM has hereby decided to authorize the Board of Directors to decide on the repurchase of the company's own shares according to the Board's proposal. Agenda Item 17, authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares. The Board has proposed to the AGM that the Board be authorized to decide on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Limited Liability Companies Act in one or more installments. The proposal has been included in the notice to the AGM and has been available for the shareholders to view on the corporate website. The proposal shall be appended to the minutes. And shares to be issued based on the authorization shall not exceed 11,800,000 shares, which currently corresponds to approximately 10% of the shares in the company. However, out of the above maximum amount of shares to be issued no more than 950,000 shares currently corresponding to less than 1% of all the shares in the company may be issued as part of the company's share-based incentive programs. And this -- and also here, 2/3 of the votes cast must be in favor. It is noted that 70,381,984 shares and votes have participated in the voting corresponding to 59.43% of all shares and votes in the company. In favor of the proposal were 64,963,933 votes, representing about 92.3% of the votes cast and 5,418,051 votes were cast against the proposal of the Board of Directors, corresponding to 7.70% of the votes cast. And the number of shares represented on the item that have not been voted on is 3,003. Based on the voting results, the AGM has hereby decided to authorize the Board of Directors to decide on the issuance of shares as well as other special rights entitling to shares in accordance with the proposal of the Board. We move to the last agenda Item 18, closing of the meeting. All items on the agenda have now been discussed. The minutes of the shareholders' Annual General Meeting shall be available for the shareholders to view at latest in 2 weeks, and that is the 8th of April 2020 (sic) [ 2021 ] at the latest on the corporate website. The AGM is hereby closed at 5:02 PM. I thank the company and all shareholders who participated in the advance voting. The webcast will now continue with a separate informal event during which shareholders may present questions to the company management. This event is not part of the official Annual General Meeting. Company legal counsel, Esa Hyttinen, will now explain the procedures regarding this event. Esa, the floor is yours.
Esa Hyttinen
executive[Interpreted] First of all, thank you, attorney at law, Seppo Kymäläinen, for this AGM on behalf of the company and the shareholders. As stated, those following the meeting through the webcast, now have the opportunity to present questions to the company management by writing them in the moderated chat function. We ask that you present the questions either in Finnish or in English, they will be simultaneously interpreted. Company -- Kia Haring company Communications Officer will be here moderating this event and Chairperson of the Board of Directors, Tomas Franzen; and CEO, Kimmo Alkio; and CFO, Tomi Hyrylainen, represent the company in this event. Kia, the floor is yours.
Kia Haring
executive[Interpreted] And next, we have questions from the audience. And we have first questions to CEO, Kimmo Alkio. How the pandemic has affected company's operations?
Kimmo Alkio
executive[Interpreted] Thank you for that question. The pandemic has impacted operations in a diverse matter -- manner. First, it has an impact on our customers' businesses. And it also -- it has changed from sector to sector. There are certain customers who -- where we have seen in the business, they have delays in the decision-making. And therefore, last year, we saw that as well, it actually affected our revenue about 3%. That is one thing. And the second thing is, of course, the way we operate as TietoEVRY and we want to support our employees worldwide to operate remotely, so work remotely. And we actually managed at the end of last year, March, to have 96% of employees working at distance within 3 weeks period of time. That has been very important to us in order for employees to work safely, and we were able to also guarantee high-quality of our services for our customers. So therefore, we will continue to work in order to improve well-being at work. And it is very important to consider carefully to see how our workers and employees manage during these challenging times.
Kia Haring
executive[Interpreted] Then next question also to Kimmo Alkio, the CEO and President. What is the growth strategy outside Nordic countries?
Kimmo Alkio
executive[Interpreted] Thank you for that. Of course, we want first to go in the Nordic countries. We think we can still win a lot from the markets, the markets we know well. And then to answer that good question of yours, first and foremost, the software business, and in particular, the product development services, so for these, we see that it is most likely and more quicker for us to have growth potential outside Nordic countries.
Kia Haring
executive[Interpreted] Next question, going to CFO, Tomi Hyrylainen. How are you going to improve profitability? What are the main core factors in order to reach your goals for growth of profitability?
Tomi Hyryläinen
executive[Interpreted] Well, I think the person is referring to the profitability objective, which is 15% for 2023. Well, there are 3 core points to it. The first one is about acceleration of growth and also cost scale benefits drawn from that. And the second one is about the operational mix of our business and developing that mix, which is weighted very much on the software business or functionalities, where we have better profitability in average. The third point is EUR 100 million cost synergies to be fully implemented. And our annual efficiency measures to be implemented as well, for instance, increasing automation in operations. That is very familiar to us in our own sector. It's annual cost [indiscernible] development work. So these were the main points.
Kia Haring
executive[Interpreted] Thank you for that. Next question to CEO and President, Kimmo Alkio. You have said as a goal 50-50 gender balance by 2023. So what are your measures you are going to do about it? What does it require?
Kimmo Alkio
executive[Interpreted] Equality and equal possibilities and chances is very important from many perspectives. It is also very important to see multiple skills, diversity in order to develop even better and easier to use services in this digitalized society. Therefore, this idea for us that we are for equality and diversity in the company, something that I will believe will be a beneficial thing for all of us. In practice, we will take into account this in everything we do. This will require a long-term reflection. We have to be determined in actions as well. We also cover universities. We have collaboration with universities here, and we want to also grow operations perhaps outside the traditional engineering sectors like behavioral sciences, service design. And I think in future years, we will further develop processes and methods to do that.
Kia Haring
executive[Interpreted] We'll continue furthermore with CEO question. Has the Board of Directors decided or considered share split in order to enhance shareholder value. In Swedish Krona, the share is rather high, SEK 100 that is a psychological limit. The value has increased throughout the years.
Kimmo Alkio
executive[Interpreted] Sure, the management and the Board of Directors can have different methods in place. And at the end of the day, it's the Board of Directors who decides on that. But we believed for many years that we have the starting point where we improve company's operational quality and thus growth and profitability. We make sure that we have this long-term share -- dividend-paying capability in the company. And I'm sure this has been a great source to create value for shareholders. And over time, of course, we have other methods that we can use. And if ever, it is a relevant case or relevant thing, we will come back to that case by case. But so far, it has not been on the table.
Kia Haring
executive[Interpreted] Thank you. And we have, furthermore, one last question. You said that your goal is to accelerate growth. And what are your goals for growth? And what are the main measures or actions to achieve growth?
Kimmo Alkio
executive[Interpreted] So indeed, earlier in the CEO review, I did go through a growth agenda that we have and in particular, we are seeking growth up to 5% by 2023. And we consider that the market development as a whole enables us this. There are some drivers for growth in our sector, and these are global ones. They are about the cloud services, data, analytics, automation, so certain sectors and also, of course, our software business, they all will enable this higher growth compared to what we have seen so far. One big factor here is always investments, how they have been targeted. We believe that we have good capability to invest. And naturally, we're -- focusing the investments is something that we are working on consistently. And we want to target and focus our investments into those domains, where we'll have not only growth, but where we'll see scale and growth together meaning a better profitability.
Kia Haring
executive[Interpreted] These were all the questions at this time. Thank you very much. And I give the floor back to CEO, Kimmo Alkio.
Kimmo Alkio
executive[Interpreted] I want to thank all shareholders very much for today's annual general meeting. And I hope that our review was valuable for you. And I do hope that in this virtual world, we were able to really connect to you and since the physical, face-to-face meeting is not possible, I do hope that the views of the company were clear for you and the possibilities are excellent, I have to say. [indiscernible] for joining us today in this virtual world and I sincerely hope the reflection sharing and insight we have shared has been meaningful to you today, and the market is very exciting. TietoEVRY is a strong player in this industry. And we have -- we look forward to the future view with a great deal of positivism. Thank you. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]
Read the full transcript via the API
You're viewing the first half of this call. Get the complete Tieto Oyj transcript — plus 252,000+ transcripts from 12,000+ companies, speaker segments, AI summaries and full-text search — through the EarningsCalls.dev API.
Get the API View API docs →This call discussed
For developers and AI pipelines
Programmatic access to Tieto Oyj earnings transcripts and 252,000+ others is available through the
EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments,
full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.