Uponor Board's organising meeting
Uponor Corporation, Stock Exchange Release, 4 December 2023 at 11.20 am EET
Uponor 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 Code
Georg 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.
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Uponor 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