Decisions by Stockmann’s Annual General Meeting and the organisational meeting of the Board of Directors
STOCKMANN plc, Decisions of general meeting 22.3.2023 at 17:00 EET
The Annual General Meeting of Stockmann plc was held on Wednesday 22 March 2023 at 14:00 at Pikku-Finlandia at the address Karamzininranta 4, 00100 Helsinki, Finland.
The Annual General Meeting adopted the financial statements for the financial year 1 January – 31 December 2022, 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 2022. In addition, the Annual General Meeting resolved to adopt the Remuneration Report of the governing bodies for the financial year 2022. The decision was advisory.
At the Annual General Meeting, Stockmann Group’s CEO Jari Latvanen and Lindex’s CEO Susanne Ehnbåge gave an overview of the Group's and the divisions’ financial performance in 2022 and informed about the divisions’ strategic priorities and ongoing development projects. The department store property in Helsinki city centre was sold in accordance with the restructuring program in April 2022 and the last confirmed restructuring debt was paid. In May 2022, Lindex decided to invest in a new highly automated omnichannel warehouse for continued growth.
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 six (6). In accordance with the proposal of the Shareholders’ Nomination Board, Stefan Björkman, Timo Karppinen, Roland Neuwald, Sari Pohjonen, Tracy Stone and Harriet Williams were re-elected as members of the Board of Directors. Anne Kuittinen had earlier informed that she will no longer be available as member of the company's 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 Chair of the Board be compensated EUR 85 000, the Vice Chair EUR 60 000, and other members EUR 42 500 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 2023, or as soon as it is possible in accordance with applicable legislation. If the shares are not purchased and/or delivered based on a reason pertaining to the company or the Board member, the fee will be in cash in its entirety. The shares acquired for the Board members in 2023 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.
In addition, the Annual General Meeting resolved that Chair of the Audit Committee is compensated a fixed fee for the Committee work EUR 10 000 and a Member of the Audit Committee EUR 5 000 year as annual remuneration.
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 proposed to the Annual General Meeting. The decision was advisory.
Amendment of the Articles of Association
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved to amend the Company's Articles of Association by removing Article 14 concerning the pre-emptive purchase obligation from the Articles of Association. The numbering of the Articles of Association will be amended correspondingly so that the current Article 15 will be Article 14 going forward.
Organisational meeting of the Board of Directors
The Board of Directors, which convened after the Annual General Meeting, elected Sari Pohjonen as its Chair, and Roland Neuwald 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 six members of the Board are independent of the company. Five of the company's Board members are independent of significant shareholders (Timo Karppinen, 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 People and Remuneration Committee among its members. Timo Karppinen was elected as Chair of the Audit Committee, and Roland Neuwald and Sari Pohjonen were elected as the other members of the committee. Stefan Björkman was elected as Chair of the People and Remuneration Committee and Sari Pohjonen, Tracy Stone and Harriet Williams as the other members of the committee.
Jukka Naulapää, Chief Legal Officer, tel. +358 50 389 0013