Decisions by Stockmann’s Annual General Meeting
STOCKMANN plc, Stock Exchange Release 21.3.2019 at 16:45 EET
The Annual General Meeting of Stockmann plc, held in Helsinki on 21 March 2019, adopted the financial statements for the financial year 1 January – 31 December 2018, 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 2018.
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.
At the Annual General Meeting, Stockmann’s CEO Lauri Veijalainen gave an overview of Stockmann’s financial performance in 2018 and informed about ongoing development projects and investments. Stockmann carried successfully out two planned real estate divestments, the company’s digiacceleration project started with speed and the online store sales was developing well throughout the year in both Lindex and Stockmann. In 2019, digitalisation projects will, among other things, continue by opening a market place for partners in the online store stockmann.com, and Lindex will broaden to new sales channels.
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, Eva Hamilton, Esa Lager, Leena Niemistö, Tracy Stone and Dag Wallgren were re-elected as members of the Board of Directors. Following the announcement by Kaj-Gustaf Bergh, Jukka Hienonen and Michael Rosenlew that they will no longer be available as members, Stefan Björkman, Lauri Ratia and Peter Therman were elected as new Board members. The Board members’ term of office will continue until the end of the next Annual General Meeting.
The Annual General Meeting resolved further that the Board remunerations will remain unchanged and that the Chairman of the Board be compensated EUR 80 000, the Vice Chairman of the Board EUR 50 000, and other members of the Board EUR 40 000 as annual remuneration. The annual remuneration will be paid in company shares and cash, so that company shares will be acquired on behalf of the Board members to a value of 40% of the remuneration and the rest will be paid in cash. The company will cover the costs for the acquiring of the shares and the transfer tax. The shares will be acquired within two weeks from the publishing of the Interim Report 1 January – 31 March 2019. The shares acquired for the Board Members in 2019 cannot be disposed of until two years from the date of purchase, or until the term of office of the person in question has ended, depending on which of the occasions takes place first.
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. Audit firm KPMG Oy Ab will continue as the deputy auditor. The auditors will be paid in accordance with approved invoices.
Organisational meeting of the Board of Directors
The Board of Directors, which convened after the Annual General Meeting, elected Lauri Ratia 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 2016. According to the assessment seven of the members of the Board are independent of the company (Stefan Björkman, Eva Hamilton, Esa Lager, Leena Niemistö, Lauri Ratia, Peter Therman and Dag Wallgren). Four of the company’s board members are independent of major shareholders (Eva Hamilton, Esa Lager, Leena Niemistö, and Tracy Stone).
The Board of Directors decided to establish an Audit Committee and a Compensation Committee among its members. Esa Lager was elected as Chairman of the Audit Committee, and Peter Therman and Dag Wallgren were elected as the other members of the committee. Lauri Ratia was elected as Chairman of the Compensation Committee and Stefan Björkman and Leena Niemistö as the other members of the committee.
Jukka Naulapää, Director, Legal Affairs, tel. +358 9 121 3850