Decisions by Stockmann’s Annual General Meeting
Helsinki, Finland, 2015-03-19 15:30 CET (GLOBE NEWSWIRE) —
STOCKMANN plc, Decisions of annual general meeting 19.3.2015 at 16:30 EET
The Annual General Meeting of Stockmann plc, held in Helsinki on 19 March 2015, adopted the financial statements for the financial year 1 January – 31 December 2014, granted discharge from liability to the responsible officers and, in accordance with the proposal of the Board of Directors, resolved not to pay a dividend for the financial year 2014.
The General Meeting also decided on the composition and remuneration of the Board of Directors and the selection and remuneration of the auditor in accordance with the proposals presented. A Shareholders’ Nomination Board will be appointed to prepare proposals for the next Annual General Meeting on the composition and remuneration of the Board of Directors. The Annual General Meeting further decided on an amendment to the Articles of Association of the company.
At the Annual General Meeting, Stockmann’s CEO Per Thelin gave an overview of the company’s earnings performance in 2014 and presented information about the new strategy and the activities being carried out to implement the strategy.
The retail market is undergoing significant changes due to the weak economy, changing consumer behaviour and new technology. In 2014, Stockmann’s revenue was down and its operating result was negative, at EUR -42.9 million excluding non-recurring items. The outlook remains challenging, particularly for the loss-making Stockmann Retail business. The other divisions, Real Estate and Fashion Chain are profitable. To achieve a turnaround in its Retail business, Stockmann must adapt more quickly to the changing environment and be more competitive. Ownership of real estate in Helsinki, St Petersburg, Tallinn and Riga gives Stockmann a solid asset base. The Real Estate division is increasingly leasing out retail space to tenants, which will increase the value of properties and bring added value to the customer.
Stockmann’s new strategy is structured into two key parts. Firstly, enhanced customer focus is at the core of the new strategy. Convenience, quality and inspiration are key drivers that will enable Stockmann to offer a premium shopping experience. More focus will be put on customer service, an up-to-date mix of brands and the loyalty programme.
Secondly, a rationalised operating model is being implemented to bring efficiency and agility. An efficiency programme with an annual cost savings target of EUR 50 million was launched in February 2015. The programme includes measures to improve the use of store space and decisions on the optimal network of department stores. Codetermination negotiations with personnel on the possible closure of Oulu department store are ongoing. In Russia the plan is to close down three department stores in Moscow by the end of 2016 and all Lindex stores in Russia during 2015 and 2016. A key part of the programme is a review of the support functions in Finland and in Russia, in order to increase efficiency at a significantly lower cost level.
The actions required under the new strategy have begun, and the company’s committed personnel are playing a key role in the implementation. Further decisions and actions under the new strategy will be made during the coming months.
Composition and remuneration of the Board of Directors
In accordance with the proposal of the Board’s Appointments and Compensation Committee, the Annual General Meeting resolved that eight members be elected to the Board of Directors. In accordance with the Committee’s proposal, CEO Kaj-Gustaf Bergh, Managing Director Kari Niemistö, Charlotta Tallqvist-Cederberg, M.Sc. (Econ.), Per Sjödell, M.Sc. (Econ.), Carola Teir-Lehtinen, M.Sc., and Managing Director Dag Wallgren were re-elected as members of the Board of Directors. Following the announcement by Chief Strategy Officer Kjell Sundström and Professor Eva Liljeblom that they will no longer be available as members, Torborg Chetkovich, Managing Director of Swedavia AB, and Jukka Hienonen, M.Sc. (Econ.), were elected as new members. The Board members’ term of office will continue until the end of the next Annual General Meeting.
It was resolved to keep the Board members’ fixed annual remuneration unchanged, and the remuneration will continue to be paid mainly in shares. The members of the Board are also paid a meeting remuneration for each Board and committee meeting, as decided by the Annual General Meeting.
Henrik Holmbom, Authorized Public Accountant, and Marcus Tötterman, Authorized Public Accountant, were elected as new regular auditors. KPMG Oy Ab, a firm of authorised public accountants, will continue as the deputy auditor. The auditors will be paid in accordance with approved invoices.
Shareholders’ Nomination Board
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to appoint a Shareholders’ Nomination Board to prepare proposals for the next Annual General Meeting on the composition and remuneration of the Board of Directors. The Shareholders’ Nomination Board will consist of representatives appointed by each of the four largest shareholders. In addition, the Chairman of the Board of Directors will serve as an expert member. The right to appoint a representative belongs to the four shareholders who hold the largest share of voting rights in the company based on their shareholdings registered in the shareholders’ register maintained by Euroclear Finland Ltd on the first working day of September preceding the Annual General Meeting. The Shareholders’ Nomination Board will be convened by the Chairman of the Board of Directors and it will elect a chairman from among its members. Once the members of the Shareholders’ Nomination Board have been appointed, the company will announce its composition by means of a stock exchange release. The members of the Shareholders’ Nomination Board will not be remunerated for their membership of the Nomination Board.
Amendments to the Articles of Association
The Annual General Meeting resolved to amend Article 2 of the Articles of Association for the sake of clarity, to read as follows:
“The Company’s line of business is to engage in department store operations, mail order sales and other retail trade as well as in business operations and services connected with them. The Company can engage in financing and investment operations and the restaurant business. The Company may conduct its operations either directly or through its subsidiaries or affiliated companies. The Company may also manage common tasks of its group companies, such as administrative services or financing, either directly as the parent company or through its subsidiaries.”
Organisational meeting of the Board of Directors
The Board of Directors, which convened after the Annual General Meeting, re-elected CEO Kaj-Gustaf Bergh as its Chairman, and Managing Director Kari Niemistö as its Vice Chairman. The Board has assessed the independence of its members in accordance with Recommendation 15 in the Finnish Corporate Governance Code. According to the assessment all eight members of the Board elected at the Annual General Meeting are independent of the company. Five of the company’s board members are independent of major shareholders (Jukka Hienonen, Torborg Chetkovich, Kari Niemistö, Per Sjödell and Carola Teir-Lehtinen).
The Board of Directors decided to establish an Audit Committee and a Compensation Committee among its members. Dag Wallgren was elected as Chairman of the Audit Committee, and Carola Teir-Lehtinen and Jukka Hienonen were elected as the other members of the committee. Kaj-Gustaf Bergh was elected as Chairman of the Compensation Committee and Kari Niemistö, Charlotta Tallqvist-Cederberg and Dag Wallgren as the other members of the committee.
Jukka Naulapää, Director, Legal Affairs, tel. +358 9 121 3850