Decisions by Stockmann’s Annual General Meeting
STOCKMANN plc, Decisions of general meeting 23.3.2017 at 16:45 EET
The Annual General Meeting of Stockmann plc, held in Helsinki on 23 March 2017, adopted the financial statements for the financial year 1 January - 31 December 2016, 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 2016.
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 permanent Shareholders' Nomination Board will be appointed to yearly prepare proposals on the composition and remuneration of the Board of Directors to the Annual General Meeting, and if necessary to an Extraordinary General Meeting.
At the Annual General Meeting, Stockmann’s CEO Lauri Veijalainen gave an overview of Stockmann’s strategy implementation and financial performance in 2016. During the year, the company withdrew from several non-core businesses, which helped the company to reach a positive operating result after two years of losses. The department store operations in Russia were divested on 1 February 2016 and Hobby Hall on 31 December 2016. The company now focuses on retail operations under the Stockmann and Lindex brands and real estate business. All options are investigated also in the future to improve profitability and value of the company.
Stockmann’s efficiency programme had an annual cost savings target of EUR 50 million, which was achieved by the end of 2016. Additional measures launched in summer 2016 will bring more than EUR 20 million of further savings beginning from this year. The Stockmann Group’s positive operating result in 2016 is proof that the chosen direction is right. Stockmann expects the Group’s adjusted operating profit in 2017 to improve, compared with 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, Susanne Najafi, Leena Niemistö, Michael Rosenlew, Per Sjödell and Dag Wallgren were re-elected as members of the Board of Directors. Following the announcement by Torborg Chetkovich that she will no longer be available as member, Esa Lager was elected as a new Board member. 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.
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 six of the members of the Board are independent of the company (Jukka Hienonen, Leena Niemistö, Kaj-Gustaf Bergh, Esa Lager, Michael Rosenlew and Dag Wallgren). Five of the company's board members are independent of major shareholders (Jukka Hienonen, Esa Lager, 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 Esa Lager 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