The Annual General Meeting (AGM) of Suominen Corporation was held on March 19, 2020 in Helsinki, Finland. The meeting was held in the simplest possible form and 6 shareholders attended in person. Additionally, 63% of the company’s shares were represented through a proxy. In total 9 persons were present at the meeting.
The AGM adopted the Financial Statements for 2019 and discharged the members of the Board of Directors and the President and CEO from liability for the 2019 financial year. The AGM approved the Remuneration Policy for the governing bodies and the Board of Directors’ proposals concerning the authorization for the Board to decide on repurchasing of the company’s shares as well as issuance of shares and granting of options and other special rights entitling to shares.
Resolutions on the use of the profit shown on the balance sheet
The AGM decided, in accordance with the proposal by the Board of Directors, that a dividend of EUR 0.05 per share will be paid. The record date for the payment of the dividend is March 23, 2020 and the dividend shall be paid on April 3, 2020.
Resolution on the remuneration of the members of the Board of Directors
The AGM confirmed the remuneration of the Board of Directors. The Chair will be paid an annual fee of EUR 66000 and the Deputy Chair and other Board members an annual fee of EUR 31000. Chair of the Audit Committee will be paid an additional fee of EUR 10000. Further, the members of the Board will receive a fee for each Board and Committee meeting as follows: EUR 500 for each meeting held in the home country of the respective member, EUR 1000 for each meeting held elsewhere than in the home country of the respective member and EUR 250 for each meeting held as telephone conference.
60 % of the annual fee is paid in cash and 40 % in Suominen Corporation’s shares. The number of shares to be transferred will be determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one-month period immediately following the date on which the interim report of January-March 2020 of the company is published. The shares will be transferred out of the own shares held by the company by the decision of the Board of Directors by May 31, 2020 at the latest.
Compensation for expenses is paid in accordance with the company’s valid travel policy.
Composition of the Board of Directors
The AGM decided that the number of Board members remains unchanged at six (6).
Mr. Jan Johansson was re-elected as Chair of the Board and Mr. Andreas Ahlström, Ms. Sari Pajari and Ms. Laura Raitio were re-elected as members of the Board. Mr. Björn Borgman and Ms. Nina Linander were elected as new members of the Board.
All elected members are independent of the company. They are also independent of Suominen’s significant shareholders, with the exception of Andreas Ahlström who acts currently as Investment Director at Ahlström Capital Oy. The largest shareholder of Suominen Corporation, AC Invest Two B.V., is a group company of Ahlström Capital Oy.
Election of auditor and auditor’s fee
Ernst & Young Oy, Authorized Public Accountant firm, was re-elected as the auditor of the company for the next term of office in accordance with the Articles of Association. Ernst & Young Oy has announced that it will appoint Mr. Toni Halonen, Authorized Public Accountant, as the principally responsible auditor of the company. Auditor’s fee was resolved to be paid according to the invoice approved by the company.
The organising meeting of the Board of Directors
In its organising meeting held after the AGM, the Board of Directors elected Andreas Ahlström as Deputy Chair of the Board.
The Board elected from among its members the members for the Audit Committee and Personnel and Remuneration Committee. Nina Linander was elected as the Chair of the Audit Committee and Andreas Ahlström and Laura Raitio were re-elected as members. Jan Johansson was re-elected as the Chair of the Personnel and Remuneration Committee and Sari Pajari was re-elected as a member and Björn Borgman was elected as a new member.
Suominen manufactures nonwovens as roll goods for wipes and other applications. Our vision is to be the frontrunner for nonwovens innovation and sustainability. The end products made of Suominen’s nonwovens, such as wet wipes, feminine care products and swabs, are present in people’s daily life worldwide. Suominen’s net sales in 2019 were EUR 411.4 million and we have nearly 700 professionals working in Europe and in the Americas. Suominen’s shares are listed on Nasdaq Helsinki.