The highest decision-making power of the company lies with the Annual General Meeting, whose duties and procedures are defined in the Limited Liability Companies Act and the Articles of Association.
The Annual General Meeting is held annually before the end of May at a date specified by the Board of Directors in Espoo or Helsinki. An Extraordinary General Meeting may be held if the Board of Directors deems it necessary or if shareholders holding in total at least 10 % of the shares request it in writing for the consideration of a specific matter.
Matters within the decision-making power of the Annual General Meeting
- The approval of the financial statements
- The distribution of profits
- Discharging members of the Board of Directors and the President and CEO from liability
- The election of the Chair of the Board of Directors, Vice Chair and other members, and the remuneration paid to them
- The election of the auditors and the auditors’ fees
- Amendments to the Articles of Association
- Decisions leading to changes in the share capital
- The purchase and transfer of company shares
Procedure followed in the preparation of the proposal concerning the composition of the Board of Directors
The Annual General Meeting 2020 resolved to establish a Shareholders' Nomination Board. The Nomination Board consists of four members, of whom the company's three largest shareholders are each entitled to nominate one member. The current Chair of the Board of Directors acts as the fourth member of the Nomination Board.
The task of the Nomination Board is to prepare proposals to the Annual General Meeting concerning the number, election and remuneration of the members of the Board of Directors in accordance with the charter for the Shareholder's Nomination Board. When preparing the composition of the Board of Directors, the Nomination Board takes into account the diversity of the Board of Directors in accordance with the and the Diversity Policy of the Board of Directors.
Shareholders' proposals for matters to be considered at the Annual General Meeting
A shareholder has the right to have on the agenda of the Annual General Meeting a matter which, according to the Finnish Limited Liability Companies Act, belongs to the Annual General Meeting if he/she so requests in writing by notifying the company's Board of Directors of the matter no later than 15 January or four weeks before the delivery of the notice convening the Annual General Meeting, whichever date is later.
Proposals should be sent by post or email investor.relations(a)srv.fi.
Convening the Annual General Meeting and right to participate
Shareholders are invited to the Annual General Meeting by means of an invitation to the Annual General Meeting published on SRV's website, which is also published as a stock exchange release. The invitation to the Annual General Meeting is usually published at the end of January or the beginning of February.
A shareholder who is registered in the shareholders' register of the company maintained by Euroclear Finland Ltd on the record date separately notified by the company has the right to participate in the Annual General Meeting. Registration for the Annual General Meeting must be made in advance no later than on the due date stated in the notice convening the Annual General Meeting, which date may not be earlier than ten (10) days before the meeting. A holder of nominee registered shares may be registered temporarily in the shareholders' register for participation in the Annual General Meeting.
A shareholder may participate in the Annual General Meeting in person or through a proxy representative. A proxy representative shall produce a proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. A shareholder or proxy representative may use one assistant at the Annual General Meeting.
A shareholder who has duly registered for the meeting has the right to speak, ask questions and vote at the meeting. The company has one series of shares, and each share corresponds to one vote.
Annual General Meeting documents
The documents related to the Annual General Meeting are available to shareholders on the company's website no later than 21 days before the meeting. The minutes of the Annual General Meeting will be available to shareholders on the company's website no later than two weeks after the Annual General Meeting. In addition, the decisions of the Annual General Meeting are published without delay after the Annual General Meeting by a stock exchange release.
Annual General Meeting documents are stored on the company's website for at least five years from the date of the Annual General Meeting.
Attendance of management bodies at the Annual General Meeting
The Chair of the Board of Directors, the members of the Board of Directors, the auditor and the President and CEO are present at the Annual General Meeting. A person proposed as a member of the Board of Directors must be present at the Annual General Meeting deciding on the election.