Tieto Oyj (TIETO) Earnings Call Transcript & Summary
March 24, 2022
Earnings Call Speaker Segments
Tomas Franzen
executiveDear shareholders, warm welcome to TietoEVRY's Annual General Meeting. My name is Tomas Franzen, and I'm the Chairperson of the company's Board of Directors. Unfortunately, we need to arrange the meeting also this year without a physical event due to the long tail of the COVID pandemic. I'm, however, confident that we will all appreciate the measures taken to arrange the 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 formal AGM part, this webcast will continue with a Q&A session, where you are able to present questions to the management. I hope that you all can follow well and enjoy the presentations via the webcast. I will now hand over to the Attorney-of-Law, Mr. Seppo Kymäläinen, who acts as the Chairperson of this Annual General Meeting.
Seppo Kymäläinen
attendee[Interpreted] I want to thank the Chairman of the Board for opening this Annual General Meeting. And I want to also welcome the audience of the webcast and shareholders. So welcome to this Annual General Meeting. In order to limit the spread of the coronavirus pandemic, the company's Board of Directors has decided to follow the meeting procedure based only on advanced voting according to the Temporary Act deviating from the Companies Act #375/2021. This is done in order for the meeting to be held in a predictable manner, and more specifically, taking into account the health and safety of the company's shareholders, personnel and the other stakeholders and also the shareholders have equal opportunities to participate in this Annual General Meeting. And according to notice, it's possible to follow this general meeting via video link. And however, there is no real-time opportunity to ask any questions or speak during the annual meeting. After this general meeting, there is a video broadcast that will continue with the separate informal event, where shareholders can ask questions to the company's management as the Chairman of the Board just said. This question and answer event after the Annual General Meeting is not a part of the actual Annual General Meeting. This meeting will be conducted in Finnish language primarily, and in addition, there are presentations in English. There is some translation of this into English, and you can follow the interpretation on the webcast. This meeting will be conducted primarily in Finnish. And in addition to our presentations in English. The meeting can be followed in English through simultaneous translation over the webcast. [Interpreted] And as the Secretary of the call, Deputy General Counsel, Esa Hyttinen. As TietoEVRY's shareholder's nomination board, their proposals for this meeting have been published on the stock exchange release and on the company's website on the 31st of January this year. And the Board's proposals to the Annual General Meeting have been published on a stock exchange release on the company's website on the 17th of February this year. The proposals have also been published as a part of the notice to the annual general meeting on the 2nd of March. It is noted that the documents and information required in other respects by the Companies Act and Securities Market Act have been available to shareholders on the company's website for the period required by the Companies Act before this meeting. And by the deadline set for the counter proposals, which is 7th of March by 4:00 p.m., the company shareholders have not submitted counter proposals to the proposal or solutions on the agenda of this meeting. And shareholders have been able to ask questions -- Temporary Act questions refer to Chapter 5, Section 25 of the Companies Act, on matters to be discussed in the meeting to the company's management until the 11th of March this year. And company by that deadline has not received any questions that would have been directed to this meeting. And as it has been only possible to attend this meeting in advance, all items of the agenda have been put to a vote. And in accordance with the Temporary Act, the proposed resolution could have been on all items opposed without a counterproposal. In summary, of votes cast and advance voting provided by Euroclear Finland Oy is attached to the minutes. A shareholder may have failed to submit the voting instruction on each item. And in which case, they shall not be deemed to be represented on that item. For this reason, the number of shareholders and shares represented may not be the same in all items. And as for the procedures, in addition to the Companies Act and Temporary Act and the meeting arrangements, we have also complied with the company practices and recommendations of the Advisory Board of listed companies. The company and Euroclear Finland Oy have confirmed that they have not become aware of any technical or other problems or ambiguities related to advanced voting or meeting procedure and the shareholders' right to participate and the correctness of the vote have been verified in a manner comparable to an ordinary general meeting, and this is noted to the minutes. And now we have gone through the organizational part of the meeting, and we will now proceed according to the agenda of this meeting. We are now at Item #3, election of the person to scrutinize the minutes and to supervise the counting of votes. I state that the person to do this is, as according to the notice of the meeting, Company General Counsel, Jussi Tokola. That is confirmed. We now move on the agenda to item #4, recording the legality of the meeting. The notice convening the general meeting has been delivered by publishing on the company's website, as earlier explained, on the 2nd of March. And according to this, the registration of the meeting, advanced voting has taken place no later than the 18th of March by 4 p.m.. And nominee registered shareholders participating the meeting had to be notified for the entry of the company's temporary shareholder ledger there. No later than the 21st of March by 10:00 a.m. I have understood that no views on the legality of the meeting proceedings have been presented to the company, and the Secretary is nodding there, so this understanding is correct in his view as well. So it is stated that this Annual General Meeting has been convened in accordance with the provisions of the Article of Association, the Companies Act and the Temporary Act. And therefore, it is legal and consists a quorum. The notice of the meeting, which contains the Board and shareholders nomination Board's proposals to the meeting is appended to the minutes. And now we move on to Item #5 of the agenda, recording the attendance at the meeting and adoption of the list of votes. Euroclear Finland Oy has provided the company with a list of shareholders who have voted in advance, either in person or through a proxy and authorized representative during the advanced voting period, and we have the right to participate in the actual meeting in the accordance with Chapter 5 Section 6 and 6a of the Companies Act. And now according to the Articles of Association, Article 11 of the company, no shareholder is allowed to vote at a general meeting with more than 1/5 of votes represented at the meeting and in advance voting, that equates to more than 15,415,187 votes. It is noted that in the advanced voting, a total of 562 shareholders have participated and they represent a total of 77,075,938 shares and votes. The list of participants and the list of votes are confirmed in the form provided by Euroclear Finland Oy and will be attached to the minutes of the meeting. And it is stated that in addition to me, there's also Tomas Franzen, Chairman of the Board, remotely; also President and CEO of the company is here, Kimmo Alkio; the Secretary of the meeting, Esa Hyttinen; personally scrutinize the minutes and supervise the counting votes, Jussi Tokola; and responsible auditor of the company, Jukka Vattulainen remotely. And in addition, here present some technical staff. And now we can move over to item -- our next item, which is #6 of the agenda, presentation of the annual accounts and the report of Board of Directors and the auditors report for the year 2021. And the Chairman of the Board, Tomas Franzen, will give us a overview on the work of the Board of Directors for 2021. Position of the Board of Directors, Mr. Tomas Franzen, to give an overview of the work of the Board of Directors in 2021.
Tomas Franzen
executiveThank you. On the following slides, I will summarize the activities of the Board and its committees in 2021. We can find more information on these topics from our annual report, which is available on our web pages. The Annual General Meeting reelected -- next slide, please. The Annual General Meeting reelected 10 Board members. Angela Mazza Teufer joined the Board as a new member. Later during 2021, Salim Nathoo, Rohan Haldea, decided to leave their positions in the Board after Apax Partners LLP, had sold its shares in TietoEVRY. Apax Partners had become the largest shareholder in the company in 2019, when Tieto and EVRY merged. On this slide, you can see the responsible Board members, including members elected by the staff. Next slide, please. In 2021, the Board held 12 Board meetings. Many of the Board's activities are based on an annual plan. In 2021, Board supported the management in the strategy work and with the new organizational structure. CEO, Kimmo Alkio, will elaborate on these strategic choices in more detail in his presentation. As in 2020, almost all Board and committee meetings also -- as in 2020, almost all Board and committee meetings in 2021 were arranged through video conferences. Next slide, please. The Remuneration Committee held 6 meetings in 2021. In addition to ordinary annual plan items, the committee concentrated on reviewing and developing remuneration of the company. Next slide, please. The Audit and Risk Committee convened 6 times. The main focus of this committee is to evaluate internal control and to receive timely and correct reporting, i.e., interim reports and financial statements. In 2021, the committee also reviewed cybersecurity and privacy topics and monitor project management and quality. And that concludes my report from the Board work.
Seppo Kymäläinen
attendee[Interpreted] Thank you for this review. And next, the President and CEO of the company, Kimmo Alkio, will present his review on the company's operations during the financial year of 2021. And please go ahead.
Kimmo Alkio
executiveThank you very much. Dear shareholders, members of the Board, a warm welcome to our Annual General Meeting 2022, also on my behalf. [Foreign Language] [Interpreted] This presentation will be conducted in English to serve all of our international shareholders as well. I will be covering in this presentation typical topics around our market dynamics, the operating environment, our strategy and performance as well as views towards the future. We have a very meaningful role as TietoEVRY in supporting the society to advance in the data-driven world. The opportunities cover all industries across private and public sectors to gain the benefits of the hyperconnected and real-time world for the benefit of competitiveness and well-being of the societies we live within. Examples such as interchangeable electronic health records being made available real-time across health care providers for better and timely citizen services has become ever more important and relevant during the era of the pandemic. Or we consider examples such as intelligent public transportation with real-time information, providing timely and convenient travel options for people, again, supporting the interest and benefits of citizens within the societies we live within. As TietoEVRY, we play a very significant role in driving such data-oriented innovations jointly with our customers. As TietoEVRY, with this in mind, we are very active contributors to the advancements of the society. Furthermore, when we consider the interest of our customers and the development of the technology and technology services sector, it has become clear that technology has become the core of our customers' own business operations and their future. Our customers' agenda and agendas tend to be very consistent across 3 factors, always seeking for greater speed and efficiency. Technology is one of the greatest drivers for enterprise-wide efficiency and productivity. Second factor, shifting our customers' value propositions from traditional products towards business process optimization and all the way towards real-time new experiences in their own service-oriented value propositions. And finally, driver for innovation. These tend to be very consistent drivers in all of our customer engagements. The role of TietoEVRY is very essential, enabling and driving such developments and innovations. In today's era of technology development, the latest areas around design thinking, user experience design, multi-cloud capabilities, advancement around data, analytics, machine learning as well as automation tend to be the drivers where significant enhancements in our customers' productivity are gained. With this in mind, we also operate in an environment where technology innovation continues to be very active, which, again, turns into an opportunity for our company. We see clear developments around new type of ways of work in new technologies, the so-called cloud-native services and solutions, data, data platforms and highly advanced engineering services. Fantastic growth drivers of the technology and technology services industry worldwide. Second factor, continued high demand for industry-specific software, shifting towards delivery models around Software-as-a-Service, again, a cool opportunity. I would also like to be clear in terms of the industry evolution at large. We do anticipate reduced demand for traditional infrastructure technologies as these are being shifted into highly modern, highly scalable cloud type of services. The operating environment we live in today naturally is very dynamic. Even in the midst of this dynamism, we continue to transform and improve competitiveness of TietoEVRY. We are all experiencing the unforeseen combination of the global pandemic and the geopolitical and humanitarian crisis in Ukraine, naturally deserving utmost, very significant attention also by our company. In the recent years, we have advanced significantly in terms of the competitiveness and modernization of TietoEVRY. Years 2020 and 2021 did include a very significant era of integration in the post-merger era. And I'm glad to report, at the end of '21, as we concluded our 2-year integration program, all essential objectives were met, including the synergy delivery. 1 year and 9 months after the merger, we did launch our renewed strategy, which, again, pinpoints to the market dynamics I was touching based on a few minutes ago. And I'll talk more about the strategic choices in a minute. And I would like to confirm the standpoint of our technology market worldwide. There are very clear drivers of industry-wide growth that we absolutely expect to be part of and then to be taking advantage of. The other part I wanted to naturally to talk about is the era of uncertainty due to the combination of the pandemic and the crisis in Ukraine. Ever since the pandemic hit us, we have had our utmost attention on employee well-being and safety in order to actually protect our employees and to ensure business continuity, service continuity for our customers. And we have been highly innovative in the new ways of working throughout the pandemic. The other part I would like to touch base on thoroughly is around Ukraine. We have had significant attention on Ukraine ever since the crisis began, and we have had a global crisis team in place with daily contacts to our teams in Ukraine. And we have 2,000 valued colleagues based in Ukraine. Our focus has been employee well-being and safety both for our employees and their families. This also enabling high degree and high level of service continuity. Currently, we have 77% of our employees relocated to safe locations in Western Ukraine and the neighboring countries. And we will continue this utmost attention. I would also like to confirm our decision as announced on the 3rd of March to be exiting our operations in Russia. I would like to next clarify few considerations around our recently launched, very exciting strategy. Our strategy aims at driving even higher customer value and growth through specialization. This bets on the industry developments around cloud-native services, investments into data, data platforms and into software engineering as well as the type of industry-specific software. We have a set of strategic choices, which are indeed based on the aforementioned market drivers. Our first choice is around the businesses. We emphasize to capture market and step on the expansion opportunities. Second of all, we are shifting into and actually have shifted as of 1st of January to end-to-end businesses with full accountability with broader options to scale and really thriving on specialization in every customer engagement. We do have already view on focused investments to expand our cloud-native opportunities and the scalable software businesses, again, for higher growth and higher value creation and, furthermore, considerations for partnerships to scale and competitiveness in more traditional outsourcing services. Our strong belief for greater value to customers through specialist customer engagement opportunities for even greater employee learning and growth and continued positive development in terms of shareholder returns. Very practically, if I go a bit deeper, regarding our 6 end-to-end businesses. These all have a natural transition from the old world of an integrated TietoEVRY towards a specialized one. TietoEVRY create really focuses on the opportunity of the aforementioned cloud-native services as well as taking advantage of our software engineering capabilities and international business expansion, we actually succeeded in already during 2021. TietoEVRY Care is based on the open and modular software for the health and care sector, expanding the customer base and the markets, high degree of software-oriented value proposition. Similarly in TietoEVRY Banking, modular and integrated software suite, primarily for Nordic enterprises as well as having the opportunity for further global expansion. TietoEVRY Industry, our other parts of intraspecific software based on prespecified industries around public, energy and industrial sectors. Furthermore, our business, which we call TietoEVRY Transform looks at the full modernization of the enterprise landscape for larger customers, comprising of business process modernization, modernizing total application landscape and connecting that to highly modern and to-be-modernized infrastructure services. And finally, our TietoEVRY Connect, which concentrates on the infrastructure services, building capacity and scale for so-called multi-cloud, private cloud and public cloud integration as well as active transformation of more traditional infrastructures to newer ones. So these are the brief descriptions of our businesses according to our recent strategy. What I also wanted to touch base, as it's been half a year since the strategy was launched, and we went live successfully 1st of January with the aforementioned 6 end-to-end businesses, we already are seeing a high degree of activity in the market through specialized engagement. We will continue to see high employee engagement levels, positive feedback towards the future and, indeed, the whole ambition for accelerating growth and overall performance. I'm also very happy, and I would say, proud that we have also launched in early Q1, our uplifted brand and identity. We are seeing all the samples today. We are building on the history of TietoEVRY, the recognition in the marketplace while building a view of a highly modern enterprise in the tech sector. Our purpose calls for creating purposeful technology that reinvents the world for good. Our positioning, the employee profile, the attractiveness for great talent talks about the developers of digital futures, and everything based on our values of openness, trust and diversity. As part of the Annual General Meeting, it is always good to look at the longer-term development of the company and associated shareholder returns. If I begin from the top left in terms of revenue development, naturally, we did experience a step change in revenues as a result of the merger, and growth remains a very important driver looking into the following years. Dividend consistency and base dividend increase is one of our value drivers for shareholders and has been the case for many, many years. And with the proposed EUR 1.4 dividend, we absolutely continue to be on this path and fully committed for active dividend returns and dividend yields. Regarding profitability and cash flow, we continue to see systematic developments, consistent developments in the profitability and cash flow generation of TietoEVRY. Regarding total shareholder returns, I do believe more is possible. And we absolutely aim to deliver higher performance and higher shareholder returns, building on our strengths and our recently launched strategy. I would also like to take a moment to confirm the main financial figures of fiscal year 2021. We did experience improvement across all main financial indicators: revenue growth 0, prior year minus 2 in the era of the pandemic; EBITDA adjusted EUR 368 million, a 13%; operating cash flow, EUR 368 million; order backlog, EUR 3.5 billion, 5% increase from prior year; reported EBIT, EUR 382 million, 13.5%; and net debt-EBITDA leverage becoming significantly lower in advance of the original schedule, down to 1.1 level; and as mentioned earlier as well, the dividend proposal of EUR 1.40 by the Board of Directors. I would furthermore like to provide a view on how our businesses as reported in 2021 are performing and progressing towards respective longer-term targets. Our software businesses around industry software and financial service is well on track towards the longer-term ambition. Industry Software, already in 2021, good in both growth and profitability. Financial Services, already strong in growth terms, while we have some room to go for and improve in terms of profitability in Financial Services. Furthermore, Product Development Services, good momentum in terms of both growth and profitability development and also experiencing very interesting and significant customer base expansion during year 2021. Furthermore, our Digital Consulting business revenues, we are not satisfied with revenues declined by 2%. We do expect that to bounce back, by the way, in 2022. And furthermore, even when revenues were not fully on par with expectations, profitability development favorable. And finally, regarding our Cloud & Infrastructure, as we've been very open, it has been a challenged business due to the premerger lost customers as well as the decline in traditional infrastructure services. And as communicated in our Q4 report, a very significant profitability improvement program underway. I would like to furthermore add a bit more character into year 2021, and as we have also entered the year 2022. We talked about already from a business standpoint, software business is performing well, great assets looking ahead as well and corrective action plans in one of our businesses in the Cloud & Infrastructure. Integration era to a very large extent, completed. Synergies achieved, so we are able to actually put energy again more into the marketplace. We talked about renewal strategy. It will take year 2021 to get fully up and running, but that is something we should be quite experienced in. I would like to also confirm in the era of the post-merger period, it is also natural to continue to prune the business portfolio. We did drive one divestment last year to completion, the oil and gas business itself. I would furthermore like to confirm a consideration around the talent market worldwide. In the technology industry, the talent market is very active. It's kind of a hot market, certain capabilities around cloud architects, project management, advanced software engineers, architects tend to be in very high demand. And this drives also higher salary inflation in the sector worldwide, and this is something that is also -- did impact our '21 and is expected to continue to influence the year '22 as well. We are also quite pleased with the record recruitment, 5,700 during the year 2021, with really high recruitment levels both in Q3 and Q4 of last year. I would furthermore like to confirm that we have very important global capabilities as a source of competitiveness, having approximately half of our colleague base, approximately 12,000, located around our global operation centers, again, adding both new type of skills, broader capabilities as well as price competitiveness for the company at large. And finally, our consistent and very high degree of attention for continuous improvement in financial performance. For any company, the tech sector, it's always important to pinpoint to success with customers. We did have in year 2021, a really important good customer wins. To highlight a view, very significant with City of Stockholm in Sweden, significant extension of scope. Furthermore extension of partnership with Ericsson, expanding to the R&D center in Nanjing in China. And one other example, expansion of the partnership with Nordea around our card services covering Finland, Sweden and Norway. Furthermore, we did report in our Q4 report as well that we did experience the strongest order intake since the merger at the end of 2021, which demonstrate our continued strengths and improved competitiveness in a highly competitive market. Given today's operating environment, including the geopolitical uncertainties, I do believe that values of the company have never been as important as today. Our strong foundation of Nordic heritage, building on equality, building on our values of openness, trust and diversity is a very important and attractive foundation for our current and future employees. We are paying specific attention for all employees and opportunities for personnel growth, a high degree of co-creation regarding our hybrid work methodologies and significant degree of attention around equality, inclusion as well as around diversity, as mentioned. Very important part especially, nowadays, given the overall geopolitical and macroeconomic challenges in the world. I would also like to touch base on our ESG agenda. Our ESG objectives continues to have very high degree of attention and is developing favorably. Also good to confirm and to begin with, we are a low-polluting company to begin with. We do have a broad ESG agenda, covering all domains of the United Nations Sustainability Development Goals. And regarding 2021, I'd like to highlight couple of the specific areas: Around emission reductions, our ambition is to cut 80% of our energy-related greenhouse gas emissions by 2023. And during '21, we have reached a level of 44% reduction already. Regarding diversity and inclusion, our ambition is to have equal representation of men and women in the company by 2030 and 40% of women by 2026. We have taken a significant degree of attention and activities already 2021, around the women in tech networks, different campaigns, using more inclusive languages and job ads, which really interesting kind of returns and progress, having attracted 32% more female applicants. We currently have 29% female representation in the company while we have seen 4% increase in the share of female in new recruits. With all this in mind and in light of our good progress, the new market opportunities and our new strategy, we do see exciting times ahead. In this year, 2022, we are placing significant attention around our 6 end-to-end businesses, driving higher performance, continued attention of being the go-to place for tech professionals, building on our Nordic heritage of values, and we absolutely are committed for continued improvement in performance and continued improvement in shareholder returns. And in closing, let us take a look at the new identity of TietoEVRY. Thank you. [Presentation]
Seppo Kymäläinen
attendee[Interpreted] I want to thank President and CEO, Kimmo Alkio, for his review. And thus participating in the General Meeting has been possible only advance. I note that the annual accounts and the consolidated financial segments and the report of Board of Directors and the auditor's report published in the company's website on the 2nd of March are now deemed to have been presented to the general meeting as they were published. Annual accounts and the auditor's report shall be appended to the minutes. And we now can close the item #6. We move on. According to notice and the agenda to next item, which is item #7, adoption of the annual accounts. It is stated that the auditor did not have any remarks on the annual accounts in the auditor's report. And it is noted that as for the vote, there were 77, 003,981 million shares of votes that participated, corresponding to about 62.02% of all shares of votes in the company. In favor, 76,793,687 million votes, corresponding to about 99.73% of votes cast. And then votes against, 210,404 votes corresponds to 0.27% of the votes. And the number of shares represented on the items that have not been voted on is 71,932. Therefore, we can note that based on the voting results, the Annual General Meeting has approved the annual accounts for the financial period 1st of January up to 31st of December 2021. We now move on to the next item, which is #8 of the agenda resolution. And these are profit shown on the balance sheet and the distribution dividend. The Board of Directors has proposed to this Annual General Meeting that based on the balance sheet to be adopted to the financial year, there will be a dividend total of EUR 1.40 per share distributed in 2 installments of EUR 0.7 from the distributable funds of the company, as explained more in detail in the notice of the meeting. First dividend installment shall be paid to shareholders who on the record date for dividend payment, which is 28th of March, are recorded in the shareholder register held by Euroclear Finland or Euroclear Sweden or the Verdipapirsentralen in Norway. The dividend shall be paid beginning from the 6th of April. And the second dividend installment, EUR 0.66 per share shall be paid to shareholders on the record date of dividend payment 27th of September in the records that I just mentioned. And it shall be paid beginning from the 5th of October. The Board's proposal is described in its entity and the notice convening the meeting and will be appended to the minutes. It is noted that the amount of the dividend proposed by the Board exceeds the minor dividend pursuant to Chapter 13 Section 7 of the Companies Act. And that's for the vote, 77,059,410 shares and votes have participated the voting, corresponding to about 65.07% of all shares and votes in the company. And in favor, 76,890,590 votes, corresponding to about 99.78% of all votes cast; and against, 168,820 votes, corresponding to about 0.22% of votes cast. In addition, there was 16,522 shares that were not voted on this item. And it is now based on the voting results, the general meeting has decided on the distribution dividends in accordance with the Board's proposal. We move on to item #9, resolution of the discharge of the members and the Board of Directors and the CEO from liability. The discharge from liability concerns all the persons who have been acted as members or deputy members of the Board of Directors and CEO during the financial year of 2021. And you see their names on the screen now. It is noted that 77,868 -- 77,000,863 shares and votes have participated in the vote, corresponding to about 65.2% of all shares and votes in the company. And in favor of the proposal, 76,858,347 votes, corresponding to about 99.81% of votes cast. And then the votes against, [ 140,516 ] votes, corresponding to about 0.19% of votes cast. And then the numbers of shares represented on the item that had not been voted on is 72,727. Based on this voting result, the Annual General Meeting has decided to grant the discharge from liability to the persons who have been members and deputy members of the Board of Directors and CEO during the financial year of 2021. And the said persons have not been qualified to vote themselves on this item. We can now move on to agenda point #10, which is presentation adoption of the remuneration report. This item, the Chairperson of Board Directors and Remuneration Committee, Tomas Franzen, will present a brief overview, remotely. The remuneration of Board of governing bodies of the company, as approved by the company's Board of Directors. Mr. Tomas Franzen to present the company's remuneration report.
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 many years. And therefore, I wish to give you an overview of the remuneration of TietoEVRY. The entire remuneration report is available on our web pages. Next slide, please. Competition for skilled and productive individuals sets the baseline for our remuneration policies. In the IT industry, the race for talent is of global nature. We shall not succeed unless we have the most competent and motivated people working for us. Although financial reward is 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 talent, it's evenly important to align the interests of the shareholders and management. Next slide. This slide illustrates TietoEVRY's different reward elements and their purpose. Remuneration can comprise of 4 components: base salary, benefits, short-term incentives and long-term incentives. We carefully take into consideration the established market levels and public discussion and then continuously update our views to make well-founded decisions on remuneration. I also wish to highlight that environmental, social and governance, ESG metrics, have now been included in our incentive plans. These nonfinancial factors support TietoEVRY reaching our previously published CO2 reduction and diversity targets. Next slide. In line with the reward structure of the previous slide, here you can see a summary of the President and CEO remuneration. This year's base pay is annually benchmarked against relevant Nordic and European companies and set to a competitive level. In 2021, it was EUR 807,300. 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 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 they're whitening and other details on remuneration are visible on the web pages. On the right-hand side, you will see all rewards earned during 2021. Thank you.
Seppo Kymäläinen
attendee[Interpreted] It is noted that since the participation in this general meeting has only been possible in advance, and the stock exchange release on the company's website, 2nd of March presented this remuneration report, and it's deemed to be considered. Then the proposal of our Board was to adopt the remuneration report, and it will be appended to the minutes. It is noted that [ 77,085,933 ] shares and votes have participated in the voting, corresponding to about 65.07% of all shares in the company. And the remuneration report, in favor, 72,173,967 votes, corresponding to about 93.66% of votes cast; and then against the proposal, 4,881,972 votes, corresponding to about 6.34% of votes cast. And the number of shares represented on the item that have not been voted on is 16,523. And according to result, AGM has approved the remuneration report, and this is an advisory resolution by nature. And we can 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 that the annual remuneration of the Board of Directors elected by the AGM will be increased by approximately 3%. In addition, there is annual fee for the committee chairpersons and members, and you have seen this more in detail I described here. It can be partly paid in shares, according to consideration by the member him or herself. The entire proposal is published on the stock exchange release and it's also described in the notice of the meeting. And the proposal will be appended to the minutes. And on this item, the number of shares participated is 77,056,553 shares and votes, about 65.07% of all shares of votes in the company. And in favor of the proposal, 76,999,890 votes, corresponding to about 99.93% of the votes cast; and against the proposal, 56,646 votes, corresponding about 0.07% of all votes cast. In addition, there were 16,561 shares that were not voted on. And based on the voting results, we can note that the annual general meeting has decided that members to be elected to the Board of Directors shall be remunerated according to proposal by the Nomination Board. And we can now move on to next item are #12, resolution of the number of members of the Board of Directors. According to the Articles of Association, the company's Board of Directors considers no less of 6 and no more than 12 members. And the shareholders Nomination Board has proposed to the meeting that number of members to be confirmed at 8. And here, 77,055,059 shares of votes have participated in the voting, corresponding to 65.07% of all shares and votes in the company. And in favor, 77,014,529 votes corresponding to about 99.95% of the votes cast; and then against the proposal, 40,530 votes corresponding about 0.05% of votes cast. And then the number of shares represented on the item that were not voted on, 17,823. And therefore, the meeting has decided to confirm the number of the members of the Board to be 8. And it is noted for the record that the group has organized personal presentation according to legislation of this, and the personnel has the right to nominate 2 representatives and their personal deputies to the Board of Directors as ordinary members. So we can move to agenda item 13, election of members of the Board of Directors and the Chairman of the Board of Directors. It is noted that the Shareholders' Nomination Committee proposes to the Annual General Meeting that the current members of the Board of Directors: Timo Ahopelto, Tomas Franzen, Liselotte Hägertz Engstam, Harri-Pekka Kaukonen and Angela Mazza Teufer, Katharina Mosheim, Niko Pakalén and Endre Rangnes be reelected for a new term. Leif Teksum has notified the company that he is no longer available for reelection. The Shareholders' Nomination Committee proposes that Tomas Franzen be reelected as the Chairman of the Board of Directors. The term of office of members of the Board continues until the next Annual General Meeting has closed. All candidates have given their consent for the election. The proposal has been published as a stock exchange release and described in the notice to the meeting. It is noted that in this item, 77,055,639 shares and votes participated in the voting, 65.09% of all votes in the company. And 73,349,663 votes were cast in favor of the proposal or approximately 95.19%; and votes against were 3,705,976 votes or 4.81% of all votes cast in this item. The number of votes that did -- on this agenda that abstained from voting was 17,243. It is noted that based on the voting results, the general meeting has resolved to elect as the members of the Board of Directors and as the Chairman of the Board, as proposed by the Nomination Committee. Additionally, recorded in the minutes, the company personnel has previously, in a manner explained earlier, elected 2 full members to the Board and for them personal deputy members. The full members are Robert Spinelli and Ilpo Waljus, and the deputy members are Sigve Sandvik Lærdal and Tommy Sander Aldrin. Their office continues until the natural -- the Annual General Meeting 2023 closes. This was agenda Item 13, and we move on to agenda item 14, resolution on the remuneration of the auditor. The Board of the company has recommended of the Audit and Risk Committee of the Board of Directors proposes to the Annual General Meeting. The auditor is remunerated according to an invoice and according to the procurement principles approved by the committee. Proposal has been published at the stock exchange release until the notice of the meeting and will be appended to the minutes. 77,055,099 shares and votes participated in the voting or 65.07%. And 76,794,606 votes were in favor of the proposal, and this corresponds to 99.66% of all votes cast; and 261,493 votes were against the proposal, corresponding to 0.34%; and 16,523 votes were disqualified either as incomplete or were not voted on. Based on the voting results, the Annual General Meeting has resolved the remuneration of the auditor is paid according to the Board's proposal. And we can move to agenda item 15, election of auditor. The Board of the company has, on the recommendation of the Audit and Risk Committee of the Board of Directors, to the general meeting that the auditing firm, Deloitte Ltd shall be reelected as the company's auditor. Deloitte Ltd has announced that APA Jukka Vattulainen would continue as the principally responsible auditor of the company. It is noted that 77,055,167 shares and votes participated in the voting or 65.07% of all votes in the company. 76,844,603 votes were given in favor, and that is 99.73% of all votes cast; and 210,564 votes were cast against the proposal, and this is 0.27%. The number of votes represented on this agenda item that abstained from voting was 17,823. Based on the voting results, the AGM has resolved, according to the Board's proposal, that accounting firm Deloitte Ltd is reelected as the company's auditor for the term of office that ends at the closing of the next Annual General Meeting. And we can move to Agenda Item 16, authorizing the Board of Directors to decide on the repurchase of the company's own shares. The Board proposes to the AGM that the Board be authorized to decide on the repurchase of the company's own share, by virtue of the authorization, a maximum of 11,800,000 shares or approximately 10% of all shares in the company. And they could also be acquired with a directed repurchase. The content of the proposal is disclosed in the notice to the meeting, and it has been available for shareholders with -- on the company website. The Board's proposal will be appended to the meeting minutes. The approval of the proposal in this agenda item requires that it is supported by at least 2/3 of the votes cast and shares represented in the meeting. It is noted that 77,042,400 shares and votes participated in the voting, corresponding to 65.06% of all votes in the company and all shares. 77,005,205 votes were cast in favor of the proposal, corresponding to 99.91% of all votes cast and shares represented in the agenda item. 37,150 votes were cast against the proposal. 30,550 shares were represented that abstained from voting. Based on the voting results, the general meeting has resolved to authorize the Board of Directors to decide on the repurchase of the company's own shares as proposed by the Board of Directors. Then agenda Item 17, authorizing the Board of Directors to decide on share issue as well as on the issuance of options and other special rights entitling to shares. The Board proposes to the AGM that the Board of Directors 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 Finnish Companies Act in 1 or more installments as follows: the number of shares to be issued based on the authorization shall not exceed 11,800,000 which currently corresponds to approximately 10% of all shares in the company. The maximum number shares for the incentive programs would be 950,000. The issuance of shares as well as special rights may be carried out in a directed issue. The proposal is included in the notice to the meeting and has been available on the company website. The Board's proposal will be appended to the minutes. The approval of the proposal in this agenda item requires that it is supported by at least 2/3 of the votes cast and shares represented in the meeting. It is noted that 77,041,550 shares and votes participated in the voting, corresponding to about 65.05% of all votes and shares in the company. 67,231,890 were cast in favor of the proposal, and this corresponds to 87.27% and 87.23% of shares represented on this item. 9,809,660 votes were against the proposal corresponding to 12.73% of all votes cast. The number of votes represented on this agenda item that abstained from voting was 31,655. Based on the voting results, the AGM has resolved to authorize the Board of Directors to decide on a share issue and on the issuance of other special rights entitling to shares as described in Chapter 10 Section 1 of the Limited Liability Companies Act as proposed by the Board of Directors. We can move to agenda Item 18, amendment of the Articles of Association. On 19th January 2022, the company published its renewed brand and identity, which included a new logo for the company. In order to align the company's business name with the new brand and logo. The Broad of proposes to the AGM that Section 1 of the Articles of Association be amended in regards to the company name. The proposal is described in the notice to the meeting, and it has been available on the company website. The Board's proposal will be appended to the minutes, and the approval of the proposal in this agenda item requires that it is supported by at least 2/3 of the votes cast and shares represented in the meeting. It is noted that [ 77,055,059 ] shares and votes participated in the voting, corresponding to approximately 65.07% of all shares and votes in the company. All votes were cast in favor of the Nomination Committee's proposal, and that amount was 77,055,000, and this corresponds to 99.98% of shares represented in this item. The number of votes represented on this agenda item that abstained from voting was 17,931. The general meeting has thus adopted to the Board of Directors' proposal to the amendment of the Articles of Association. We move to agenda item 19, which is the last agenda item, closing the meeting. All matters mentioned in the notice of the meeting have been considered and the minutes of the general meeting will be available to the shareholders on the company website on April 7 at the latest. I declare the general meeting closed at 5:06. I thank the company and all the shareholders who participated in the advance voting. The video stream will now continue with a separate event in which the shareholders may present questions to the company management. This event is not part of the actual Annual General Meeting. Company legal Counsel, Esa Hyttinen, will next present the practicalities of this Q&A event.
Esa Hyttinen
executiveThank you, Attorney at Law, Kymäläinen, on behalf of the company and the shareholders for managing the Annual General Meeting. Those following the video stream now have the opportunity to present questions to the management by sending them in, in writing through the chat function. We ask you to present questions with your own name, and you can ask them either in Finnish or in English, and they will be simultaneously translated. Company Communications Director, Kia Haring, arrives to coordinate the discussion. Representing the company, we have the Chairman of the Board, Tomas Franzen, attending remotely from the Stockholm office; and President and CEO, Kimmo Alkio; and CFO, Tomi Hyrylainen, here in Espoo, Keilalahdentie. Kia, please, the floor is yours.
Kia Haring
executiveAnd now it is time for our question-and-answer session.
Kia Haring
executiveAnd as mentioned, you may use the chat function in the webcast to send in your questions. I am Kia Haring, and we have here our President and CEO, Kimmo Alkio; and our Chief Financial Officer, Tomi Hyrylainen; as well as the Chairperson of the Board, Tomas Franzen through the online connection. So please, we welcome your questions. Let's start with you, Kimmo. Here is a question regarding our new strategy. So what kind of opportunities will the new strategy bring to the company and our employees?
Kimmo Alkio
executiveThank you for the question. So the new strategy recognizes the very significant global industry trends, which create opportunities for new type of business, very specific around cloud-native, application development, more services around data, data management, data engineering, data analytics. So these tend to be very concrete areas that we have identified. And very likely, these will be sectors of growth in the industry at large. Furthermore, with the end-to-end businesses, we do provide the type of growth and expansion opportunity also geographically over time, especially when we find the type of scale within the products and services. Furthermore, opportunity for our employees is to seek for greater specialization, which tends to be in the technology sector, really important. And through this type of specialization, really interesting projects with very advanced customers create great everyday experiences for our employees and further career advancement. And naturally, part of strategy, we do fully expect to be developing even better in terms of shareholder returns.
Kia Haring
executiveThank you. We'll continue. TietoEVRY is well positioned to act on climate change. Is this already visible in the customer interactions? And how?
Kimmo Alkio
executiveSo to me, absolutely, sure. So the overall ESG agenda in a really good manner has continued to elevate in importance in more or less all customer discussions. And this level of attention is very important for the society at large and the opportunity for co-innovation with our clients. We tend to have a couple of areas which are most active. As an example, through some of our innovation around what we call the data hub platform, that we are jointly with our customers defining their sustainability objectives and even the measurement points in terms of, as an example, CO2 reductions, how to measure and how to share that information in their organization and even to the end consumers. So this type of co-creation, very important. The other factor we are seeing that much more actively even in the specific customer contracts and bids, the sustainability requirements and measures and progress is becoming also quite formal. So that's also a very good signal that this is becoming more active, more mature and a lot of value to be created jointly with our customers.
Kia Haring
executiveThank you, Kimmo. [Interpreted] We will continue in Finnish. The share price in Swedish krones is relatively high. Could you consider a split of shares. Perhaps this is for the CFO.
Tomi Hyryläinen
executive[Interpreted] Naturally, we review the price of our share, and we make sure that liquidity is kept at a good level, so obviously it's good level. So of course, this is on the agenda. But right now, we are not on that track. We are not considering a share split right now. But as such, we always review this question by the management and the Board of Directors. Thank you.
Kia Haring
executive[Interpreted] And please use this chat function on the screens, and please send us your questions. I'm now checking out if I get an update of the list of questions on the screen. There seems to be no more questions from our audience. So thank you for those presented.
Kimmo Alkio
executiveAnd with this in mind, thank you very much for joining today. Looking forward to seeing you soon again. [Interpreted] Thank you all for participating today, and we will come back with you. Thank you. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]
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