The Company’s highest decision-making power is held by the General Meeting, whose tasks and procedures are outlined in the Limited Liability Companies Act and the Articles of Association. The Annual General Meeting decides on such matters as the confirmation of the Company’s annual accounts, profit distribution, and discharging the Board of Directors and the President and CEO from liability. Furthermore, the Annual General Meeting decides on the number of members in the Board of Directors, the selection of the board members and the auditor, and their remuneration. In addition, the General Meeting can make decisions on questions such as amendments to the Articles of Association, share issues, granting warrants, and acquisition of the company’s own shares.
The Annual General Meeting is held by the end of May of each year on a date determined by the Board of Directors, either at the Company’s registered place of business or in the city of Tampere or Helsinki. An extraordinary general meeting is summoned whenever the Board considers this to be necessary or if an auditor or a group of shareholders with a holding of a total of at least one-tenth of the entire stock requires it in writing in order to address a particular issue.
According to law, shareholders are entitled to subject matters belonging to the General Meeting’s scope of power to be addressed at the meeting; this requires that the shareholders submit the requirement to the Board in time for inclusion in the invitation to the meeting. The shareholders shall submit their requirement for subjecting a matter to be addressed by the General Meeting by the date indicated on the Company’s website.
The Articles of Association state that the invitation to the General Meeting must be published in one daily newspaper distributed nationwide and one distributed in the Tampere region. In addition, the Company publishes the invitation to the General Meeting as a stock exchange release and on its website. The invitation lists the agenda of the meeting.
The Company’s Articles of Association are available on the Company’s website at www.nokiantyres.com/company/investors/.
Shareholders are entitled to participate in the General Meeting if they are registered in the Company’s list of shareholders, maintained by Euroclear Finland Oy, on the record date separately indicated by the Company. Owners of administratively registered shares can be temporarily added to the shareholder register in order to make them eligible to attend the General Meeting.
According to the Corporate Governance Code, the Chairman of the Board, the Board members and the President and CEO must be present at the General Meeting, and the auditor must be present at the Annual General Meeting. Board member candidates must be present at the General Meeting deciding on their election.
The Annual General Meeting for 2019 took place on April, 9 2019 at the Tampere Hall in Tampere. The meeting confirmed the consolidated financial statements and discharged the Board members and the President and CEO from liability for the fiscal year 2018. All of the documents related to the Annual General Meeting are available on the Company’s website at here.