Uponor Board's organising meeting
December 04 2023 - 3:20AM
Uponor Board's organising meeting
Uponor Corporation, Stock Exchange Release, 4 December 2023 at
11.20 am EETUponor Board’s organising meeting
Uponor Corporation’s Extraordinary General Meeting held earlier
today elected Andreas Müller as the Chair of the Board. In its
organising meeting, the Board of Directors elected Mads Joergensen
as Deputy Chair of the Board.
In its organising meeting, the Board resolved to discontinue the
previous Audit Committee as well as the Personnel and Remuneration
Committee of the Board and transfer respective duties to the full
Board. The Board noted that according to recommendation 16 of the
Finnish Corporate Governance Code 2020 a company shall establish an
audit committee, if the extent of the company’s business requires
that the preparation of the matters pertaining to financial
reporting and control be done by a body smaller than the entire
board of directors. The Board further noted that the discontinuance
of the Audit Committee means a deviation from the Finnish Corporate
Governance Code.
The Board concluded that each of the members of the Board of
Directors is independent of Uponor, but not independent of
significant shareholders of Uponor. The Board noted that, according
to recommendation 10 of the Finnish Corporate Governance 2020, the
majority of the directors shall be independent of the company and
at least two directors who are independent of the company shall
also be independent of the significant shareholders of the company.
The Board noted that the fact that no Board member is independent
of significant shareholder means a deviation from the Finnish
Corporate Governance Code.
Explanation of the deviations from the Corporate
Governance CodeGeorg Fischer AG owns more than 90% of the
shares of Uponor Corporation. Georg Fischer AG has initiated a
redemption process as a result of which all shares in Uponor
Corporation will be owned by Georg Fischer AG presumably during the
first half of 2024 and the company will consequently be de-listed.
Due to this, the majority owner of Uponor Corporation has
considered it possible to deviate from the recommendations of the
Finnish Corporate Governance Code relating to establishment of the
Audit Committee as well as the independence of the Board members
from the significant shareholders.
Further information:Reetta HärkkiSenior Vice
President and Chief Legal OfficerUponor CorporationTel. +358
(0)20 129 2835
Franciska JanzonSenior Vice President, Corporate Communications
and IRUponor CorporationTel. +358 (0)20 129 2821
DISTRIBUTION:Nasdaq
HelsinkiMediawww.uponorgroup.com
About UponorUponor is a leading global provider
of solutions that efficiently and effectively move water through
cities, buildings, and homes. We help customers in residential and
commercial construction, municipalities, and utilities, be more
productive – and continuously find new ways to conserve, manage and
provide water responsibly, unlocking its potential to provide
comfort, health, and efficiency. Our safe drinking water,
energy-efficient radiant heating and cooling systems, and reliable
infrastructure solutions are sold in more than 80 countries.
Uponor employs about 3,600 professionals in 26 countries
in Europe and North America. In 2022, the company’s net sales
totalled approximately €1.4 billion. Uponor Corporation is
based in Finland and listed on Nasdaq Helsinki. Uponor is part of
the Georg Fischer group, located in Schaffhausen, Switzerland.
www.uponorgroup.com
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