Decisions by Stockmann’s Annual General Meeting and the organisational meeting of the Board of Directors
STOCKMANN plc, Decisions of general meeting 23.3.2022 at 15:00 EET
The Annual General Meeting of Stockmann plc was held on Wednesday 23 March 2022 at 12:00 at the premises of Roschier, Attorneys Ltd. in Helsinki at the address Kasarmikatu 21 A. Shareholders and their proxy representatives could participate in the meeting and exercise shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance. Participation at the meeting venue was not possible.
A total of 24 shareholders representing 59 327 233 million shares and votes, were represented at the Annual General Meeting. The Annual General Meeting supported all proposals made by the Board of Directors and the Shareholders’ Nomination Board to the Annual General Meeting. The Annual General Meeting adopted the financial statements for the financial year 1 January – 31 December 2021, granted discharge from liability to the persons who had acted as members of the Board of Directors and as CEO during the financial year and, in accordance with the proposal of the Board of Directors, resolved that no dividend shall be paid for the financial year 2021. In addition, the Annual General Meeting resolved to adopt the Remuneration Report for governing bodies presented to the Annual General Meeting in an advisory vote.
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 of the Board of Directors will be seven (7). In accordance with the proposal of the Shareholders’ Nomination Board, Stefan Björkman, Anne Kuittinen, Roland Neuwald, Tracy Stone and Harriet Williams were re-elected as members of the Board of Directors. Esa Lager and Leena Niemistö had earlier informed that they will no longer be available as members of the company’s Board of Directors. In accordance with the proposal of the Shareholders’ Nomination Board, Timo Karppinen and Sari Pohjonen were elected as new members of the Board of Directors. 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 remuneration will remain unchanged and that the Chair of the Board shall be compensated EUR 80,000, the Vice Chair EUR 50,000, and other members 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 2022, or as soon as it is possible in accordance with applicable legislation. The shares acquired for the Board members in 2022 cannot be handed over 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 shall also be paid a meeting remuneration for each Board and committee meeting, as decided by the Annual General Meeting.
The Annual General Meeting resolved, in accordance with the recommendation of the Audit Committee and the proposal by the Board of Directors, to re-elect audit firm Ernst & Young Oy as the auditor. Ernst & Young Oy has notified that Terhi Mäkinen, APA, will act as the responsible auditor.
The auditor shall be reimbursed based on an invoice approved by the Board of Directors.
Amended Remuneration Policy for governing bodies
The Annual General Meeting resolved to support the amended Remuneration Policy for governing bodies presented to the Annual General Meeting in an advisory vote. The Remuneration Policy was amended so that the earning potential of the CEO’s long-term incentive programs was increased and clarified.
Authorization of the Board of Directors to decide on the issuance of shares
The Annual General Meeting resolved to authorize the Board of Directors to decide on the issuance of shares. The number of shares to be issued based on the authorization shall not exceed 2,700,000 shares.
The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization is effective until 30 June 2025. This authorization does not cancel any previous authorizations to the Board of Directors to decide on the issuance of shares.
Organisational meeting of the Board of Directors
The Board of Directors, which convened after the Annual General Meeting, elected Roland Neuwald as its Chair, and Stefan Björkman as its Vice Chair. 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 seven members of the Board are independent of the company. Six of the company’s Board members are independent of significant shareholders (Timo Karppinen, Anne Kuittinen, Roland Neuwald, Sari Pohjonen, Tracy Stone and Harriet Williams). Stefan Björkman is not considered to be independent of a significant shareholder of the company due to his position as CEO of Föreningen Konstsamfundet r.f.
The Board of Directors decided to establish an Audit Committee and a Personnel and Compensation Committee among its members. Timo Karppinen was elected as Chair of the Audit Committee, and Stefan Björkman and Sari Pohjonen were elected as the other members of the committee. Roland Neuwald was elected as Chair of the Personnel and Compensation Committee and Sari Pohjonen and Harriet Williams as the other members of the committee.
Jukka Naulapää, Chief Legal Officer, tel. +358 50 389 0013