Decisions by Stockmann’s Annual General Meeting
STOCKMANN plc, Decisions of annual general meeting 15.3.2016 at 19:00 EET
The Annual General Meeting of Stockmann plc, held in Helsinki on 15 March 2016, adopted the financial statements for the financial year 1 January – 31 December 2015, 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 2015.
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 rejected the proposal to authorize the Board of Directors to decide on the issuance of shares. The Annual General Meeting also rejected a shareholder’s proposal for the combination of share series.
At the Annual General Meeting, Stockmann’s CEO Per Thelin gave an overview of Stockmann’s strategy implementation and performance in 2015. The new strategy was introduced in December 2014, and Stockmann has carried out several actions in line with the strategy during 2015. The company has withdrawn from several non-core businesses, the most important being the divestment of Russian department store operations which took place on 1 February 2016. The company now focuses on retail operations under the Stockmann and Lindex brands and real estate operations. Measures will continue in all three divisions, in order to improve the customer experience and efficiency. The aim is that the operating result excluding non-recurring items is slightly positive in 2016.
Composition and remuneration of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the Annual General Meeting resolved that eight members be elected to the Board of Directors. In accordance with the Nomination Board’s proposal, Kaj-Gustaf Bergh, Jukka Hienonen, Torborg Chetkovich, Per Sjödell, and Dag Wallgren were re-elected as members of the Board of Directors. Following the announcements by Kari Niemistö, Charlotta Tallqvist-Cederberg, and Carola Teir-Lehtinen that they will no longer be available as members, Susanne Najafi, Leena Niemistö and Michael Rosenlew 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 re-elected as 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.
Board’s authorisation to decide on the issuance of shares
The Annual General Meeting rejected after voting the proposal to authorize the Board to decide on the issuance of shares.
Combination of share series
The Annual General Meeting rejected after voting a proposal by the company’s shareholder HTT STC Holding Ltd for the combination of share series.
Organisational meeting of the Board of Directors
The Board of Directors, which convened after the Annual General Meeting, elected Jukka Hienonen as its Chairman, and Leena Niemistö as its Vice Chairman. The Board has assessed the independence of its members in accordance with Recommendation 10 in the Finnish Corporate Governance Code 2015. 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, Susanne Najafi, Leena Niemistö, and Per Sjödell).
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 Torborg Chetkovich and Michael Rosenlew were elected as the other members of the committee. Jukka Hienonen was elected as Chairman of the Compensation Committee and Kaj-Gustaf Bergh and Leena Niemistö as the other members of the committee.
Jukka Naulapää, Director, Legal Affairs, tel. +358 9 121 3850