Decisions by Stockmann’s Annual General Meeting
STOCKMANN plc, Stock Exchange Release 22.3.2018 at 17:30 EET
The Annual General Meeting of Stockmann plc, held in Helsinki on 22 March 2018, adopted the financial statements for the financial year 1 January - 31 December 2017, 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 2017.
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 strategy implementation and financial performance in 2017. The company continued to carry out its strategy in 2017 in order to turn the business more profitable. Stockmann Delicatessen’s operations in Finland were sold to S Group’s cooperatives at the turn of the year. The investigation process to divest the two investment properties, the Nevsky Centre shopping centre in St. Petersburg and the Book House in Helsinki, continues.
From a results perspective, 2017 was a challenging year. The Group’s restated operating result was positive, but declined from the previous year. Particularly Lindex weakened result and the development during the last quarter were disappointing. A profitability improvement programme was launched in Lindex, and additional efficiency measures were initiated in Stockmann Retail. Lindex store network will be reviewed more critically and unprofitable stores will be closed down. Stockmann expects the adjusted operating profit to improve in 2018.
In the future, Lindex will be developed in more close cooperation with Stockmann. Lindex Board Members Eva Hamilton and Tracy Stone were elected Members of Stockmann’s Board of Directors. Instead of a Board consisting mainly of external members, the new Lindex Board will include Stockmann’s CEO Lauri Veijalainen, CFO Kai Laitinen, Director of Legail Affairs Jukka Naulapää and two representatives chosen by Lindex personnel.
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, Esa Lager, Leena Niemistö, Michael Rosenlew and Dag Wallgren were re-elected as members of the Board of Directors. Following the announcement by Susanne Najafi and Per Sjödell that they will no longer be available as members, Eva Hamilton and Tracy Stone 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 Chairman of the Board to be compensated EUR 80 000, the Vice Chairman EUR 50 000, and other members EUR 40 000 as annual remuneration. The annual remuneration wil 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 acquired for the Board Members in 2018 can not be handed over until two years from the date of purchase, or until 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 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 (Kaj-Gustaf Bergh, Jukka Hienonen, Esa Lager, Leena Niemistö, Michael Rosenlew and Dag Wallgren). Five of the company's board members are independent of major shareholders (Eva Hamilton, Jukka Hienonen, 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 Michael Rosenlew and Dag Wallgren 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