Decisions of Atria Plc’s Annual General Meeting
Atria Plc’s Annual General Meeting (AGM) was held today in Helsinki at Finlandia Hall. The AGM approved the financial statements and the consolidated financial statements for 2011 and discharged the members of the Supervisory Board and the Board of Directors as well as the CEO from liability for 2011.
Dividend: EUR 0.20 per share
The AGM approved a dividend of EUR 0.20 per share to be paid for 2011. Dividends are paid to shareholders entered in the Company’s shareholder register kept by Euroclear Finland Oy on the record date for the payment of dividends. The record date is 8 May 2012 and the date of payment 15 May 2012.
Election of Auditor
In accordance with the Board of Directors’ proposal, PricewaterhouseCoopers Oy, a firm of Authorised Public Accountants, was elected as the company’s auditor until the closing of the next AGM. The audit firm has notified that the auditor in charge is Authorised Public Accountant Juha Wahlroos.
Purchase of treasury shares and a share issue
The AGM approved the Board of Directors’ proposals on the purchase of treasury shares and on a share issue.
The AGM approved the Board of Directors’ proposal that a maximum sum of EUR 100,000 can be donated to the operation of universities or other educational institutions.
Composition and remuneration of the Supervisory Board
The AGM decided that the composition of the Supervisory Board is to be as follows:
Member Term ends
Juho Anttikoski 2013
Mika Asunmaa 2013
Lassi-Antti Haarala 2015
Jussi Hantula 2015
Juhani Herrala 2013
Henrik Holm 2015
Veli Hyttinen 2014
Pasi Ingalsuo 2014
Juha Kiviniemi 2014
Teuvo Mutanen 2014
Mika Niku 2015
Heikki Panula 2013
Pekka Parikka 2014
Juha Partanen 2013
Ari Pirkola 2013
Jari Puutio 2015
Juho Tervonen 2015
Tomi Toivanen 2015
Timo Tuhkasaari 2014
A total of 19 members.
The AGM decided that the attendance fees of the members of the Supervisory Board will remain unchanged. The fees are EUR 250 per meeting and the compensation for loss of working time is EUR 250 per day of meetings and proceedings. The fee payable to the Chairman of the Supervisory Board is EUR 3,000 per month and the fee payable to the Deputy Chairman is EUR 1,500 per month.
Composition and remuneration of the Board of Directors
The AGM decided that the Board of Directors will consist of seven members. Outgoing members Tuomo Heikkilä, Esa Kaarto and Harri Sivula were re-elected. After Martti Selin, chairman of the Board since 2005, announced that he is not available, Seppo Paavola was elected as a new member to replace him on the Board. Kjell Göran Paxal was also elected as a new member of the Board. Timo Komulainen and Maisa Romanainen continue as existing members; both are due to retire by rotation at the closing of the AGM in 2013. Seppo Paavola is due to retire at the closing of the AGM in 2014 and Tuomo Heikkilä, Esa Kaarto, Harri Sivula and Kjell-Göran Paxal are due to retire at the closing of the AGM in 2015.
The AGM decided that the attendance fees of the members of the Board of Directors will remain unchanged. The fees are EUR 300 per meeting and the compensation for loss of working time is EUR 300 per day of meetings and proceedings. The Chairman’s fee is EUR 4,400 per month, the Deputy Chairman’s fee is EUR 2,200 per month and the members’ fee is EUR 1,700 per month.
Setting up a Nomination Committee
The AGM approved the Board of Directors’ proposal regarding the establishment of a Nomination Committee.
Amendment to the Articles of Association
The AGM approved the Board of Directors’ proposals for amendments to the Articles of Association. Articles 7, 8 and 14 were amended to read as follows:
Article 7: Board of Directors
The company’s administration and the due arrangement of its operations are attended to by the Board of Directors consisting of a minimum of five (5) and a maximum of seven (7) members, who are elected at the Annual General Meeting for a term of three years. Each year one to three members of the Board retire by rotation, so that the term of office of each member ends at the closing of the third AGM following the election.
Members who are due to resign by rotation may be re-elected. However, no person aged sixty-five (65) or above can be elected to the Board of Directors.
Article 8: Supervisory Board
The company has a Supervisory Board consisting of a minimum of 18 and a maximum of 21 members, who are selected for terms of three years. In the first year, six members of the Supervisory Board resign, as decided on through the drawing of lots; in the second year, another six; and in the third year, the remaining six of the original members; after that, members resign in turn after serving their term. Members who are due to resign may be re-elected.
No person aged sixty-five (65) or above can be elected to the Supervisory Board.
The Supervisory Board elects a chairman and vice chairman from amongst its members for terms of one year.
The Supervisory Board supervises the administration of the company by the Board of Directors and the CEO. In addition, the Supervisory Board has the following responsibilities:
- Submitting its statement on the financial statements and auditors’ report to the Annual General Meeting
- Issuing instructions to the Board of Directors on matters that are of far-reaching consequence or important in principle
Article 14: Annual General Meeting
The Annual General Meeting is held each year within six months of the end of the financial year on a day designated by the Board of Directors. The agenda for the meeting must include the following:
the presentation of:
- financial statements and annual report
- the auditors’ report
- the Supervisory Board’s statement on the financial statements and auditors’ report
- Approval of the income statement and balance sheet
- measures to be taken on the basis of profit or loss shown in the approved balance sheet
- granting of discharge from liability to the members of the Board of Directors and the Supervisory Board and the CEO
- the number of members of the Board of Directors and remuneration for said members
- the number of members of the Supervisory Board and remuneration for said members
- the number of auditors and deputy auditors
the election of:
- members of the Board of Directors to replace those due to resign
- members of the Supervisory Board to replace those due to resign
- auditors and deputy auditors
- other matters stated in the notice of the meeting
Nasdaq OMX Helsinki Ltd