Decisions by Stockmann’s Annual General Meeting and the organisational meeting of the Board of Directors
STOCKMANN plc, Decisions of general meeting 4.6.2020 at 15:30 EET
The Annual General Meeting of Stockmann plc was held on Thursday 4 June 2020 at 14:00 at the premises of Roschier, Attorneys Ltd. in Helsinki. Shareholders and their proxy representatives could participate in the meeting and exercise their rights only by voting in advance and by making counterproposals and presenting questions in advance. The meeting could not be attended on-site. The Annual General Meeting was arranged in accordance with an exceptional meeting procedure based on the temporary legislation to limit the spread of the Covid-19 pandemic approved by the Finnish Parliament.
The Annual General Meeting adopted the financial statements for the financial year 1 January – 31 December 2019, granted discharge from liability to the responsible directors and officers and, in accordance with the proposal of the Board of Directors, resolved not to pay a dividend for the financial year 2019. The remuneration policy for the company’s governing bodies presented to the Annual General Meeting was approved by the Annual General Meeting.
Composition and remuneration of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the Annual General Meeting resolved that the number of members to be reduced by two, and that six members be elected to the Board of Directors. In accordance with the Nomination Board’s proposal, Stefan Björkman, Esa Lager, Leena Niemistö, Lauri Ratia, Tracy Stone and Dag Wallgren were re-elected as members of the Board of Directors. Eva Hamilton and Peter Therman had earlier announced that they will no longer be available as members. They resigned from the Board of Directors on 18 March 2020 because of the cancellation of the previously convened Annual General Meeting due to the Covid-19 pandemic. The Board members’ term of office will continue until the end of the next Annual General Meeting.
The Annual General Meeting resolved further, in accordance with the proposal of the Shareholders’ Nomination Board, 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 General Meeting or as soon as it is possible in accordance with applicable legislation. The shares acquired for the Board Members in 2020 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 as per an invoice approved by the Board of Directors.
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 2020. According to the assessment all six members of the Board are independent of the company. Three of the company’s board members are independent of major shareholders (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 Stefan Björkman 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.
Corporate restructuring proceedings
As previously disclosed, the company’s Board of Directors decided to file an application for corporate restructuring proceedings in accordance with the Finnish Restructuring of Enterprises Act to the District Court of Helsinki on 6 April 2020. As the District Court of Helsinki has, by a decision issued on 8 April 2020, ruled to initiate the corporate restructuring proceedings upon application by a creditor, the continuation of the restructuring proceedings is not dependent on continuing the company’s own filing for restructuring proceedings. The General Meeting supported the continuation of the restructuring proceedings in accordance with the proposal made by the Board of Directors.
The District Court has appointed Jyrki Tähtinen, Attorney-at-Law, of Borenius Attorneys Ltd as administrator for the company’s corporate restructuring proceedings. According to the decision of the District Court, the proposal for the restructuring programme must be drawn up before 11 December 2020.
Jukka Naulapää, Chief Legal Officer, tel. +358 9 121 3850