General Meeting of Shareholders
The highest decision-making power in Salcomp is exercised by the Company’s shareholders at General Meetings convened by the Company’s Board of Directors. These meetings consist of Annual General Meetings and, where necessary, Extraordinary General Meetings.
The Annual General Meeting is held by the end of May each year and it handles the matters that fall under its authority according to the Articles of Association, as well as other proposals made to the General Meeting. When considered necessary, an Extraordinary General Meeting is convened to handle a specific proposal made to the General Meeting.
Usually, a General Meeting handles the matters placed on the agenda by the Board of Directors. According to the Finnish Companies Act, a shareholder may, however, present a written request to the Company’s Board of Directors to place a matter on the agenda of the next General Meeting. If a shareholder, or shareholders, holding a minimum of 10 per cent of all shares, or the Company’s auditor, in writing request for the handling of a specified matter at a General Meeting, the Board of Directors shall without delay convene the General Meeting to handle the requested matter. Major matters subject to the decision-making power of a General Meeting include:
- Amendments to the Articles of Association
- Increases and decreases in the share capital
- Decisions as to the number, election and remuneration of the Board members
- The adoption of the financial statements
- The distribution of profit.
Advance information
Shareholders are invited to a General Meeting by publishing the convening notice in two newspapers with nation-wide circulation in Finland or by sending registered mail or by delivering the notice to convene otherwise in a verifiable way to the address of the shareholder entered into the share register at least two months prior to the final registration date provided in the convening notice and at least 17 days prior to the General Meeting of Shareholders. The notice to convene shall state the matters handled at the General Meeting.
The prospective candidates for the Board of Directors notified to the Board are disclosed in the notice to convene or in another way before the General Meeting, provided they have given their written consent for their election and are supported by at least 10% of the total votes of all the shares of the Company. The candidates proposed after the delivery of the notice to convene are disclosed separately. In addition, the proposal for the election of the external auditor, as proposed by a majority shareholder or prepared by the Board, is disclosed in notice to convene.
Attendance
A shareholder who is registered as a shareholder in the register of shareholders of the Company, held by the Finnish Central Securities Depository Ltd, ten days prior to the meeting, has the right to participate in a General Meeting. A shareholder wishing to attend the General Meeting must register to such effect in advance and before the date stated in the notice to convene.
Shareholders may exercise their right at the General Meeting either in person or through an authorised representative. Each shareholder or authorised representative may also bring one assistant to the meeting. Minutes are kept at the General Meeting and the minutes are made available to shareholders within two weeks from the General Meeting. The decisions made by the General Meeting are also published by a stock exchange release after the meeting. The minutes of the General Meeting including the voting results and the appendices of the minutes that are part of the decisions made by the General Meeting are published at the Company web site.
Attendance of the Members of the Board and the Managing Director
The Managing Director, the Chairman of the Board and the members of the Board attend the General Meetings, unless there are well-founded reasons for their absence.
A person proposed for the first time to become a member of the Board participates in the General Meeting which decides on his/her election, unless there are well-founded reasons for his/her absence.
Decision-making
The Company has one series of shares. Each share entitles its holder to one vote at the General Meeting. Generally, resolutions by the General Meeting require the support of a simple majority of the votes cast at the meeting in question. In case of a tie, the Chairman will have the casting vote. In an election, the person receiving the highest number of votes shall be deemed elected. The General Meeting may, however, prior to an election, decide that to be elected, a person shall receive more than half of the votes cast. In an election, a tie will be decided by drawing lots. According to the Finnish Companies Act, however, there are several matters, such as an amendment to the Articles of Association or increase of share capital in deviation of the shareholders’ pre-emptive subscription right , where any decision requires the support of two-thirds of the votes cast and of the shares represented at the meeting. The Articles of Association of Salcomp do not include voting limitations or redemption clauses.