3. General meeting
The general meeting is the company’s supreme decision-making body. Each shareholder has the right to participate in the general meeting and to exercise their right to vote. The shares of the company are divided into Series A shares and Series B shares. Series A shares confer three (3) votes each at the general meeting and Series B shares one (1) vote each. When electing members of the Board of Directors, Series A shares confer ten (10) votes each and Series B shares confer one (1) vote each.
Decisions at the general meeting are primarily made with a simple majority vote. Certain changes to the articles of association nevertheless require support from a qualified majority. In addition, Series B shareholders have the right to elect one (1) member of the Board. Up-to-date information on the total number of shares and voting rights in each share class is published on Fingrid’s website.
The general meeting adopts the financial statements, decides on the distribution of profits and elects an auditor and the company Board, elects a Chair and Deputy Chair of the Board and decides on discharging members of the Board and the President & CEO from liability. In addition, the general meeting decides on the remuneration paid to the Board of Directors and its committees. The annual general meeting is held once a year, no later than in June. An extraordinary general meeting shall be held if the Board so decides or if the Limited Liability Companies Act (Osakeyhtiölaki, 324/2006) so requires.
The general meeting is convened by the company Board. In accordance with the articles of association, invitations to general meetings and other notifications shall be sent at the earliest four (4) weeks and at the latest two (2) weeks before the meeting as a registered letter to each shareholder to the address entered in the share register of the company.
The notice of the general meeting and the following information is published on the company website at least 21 days before the general meeting:
- The documents to be submitted to the general meeting
- Board proposals for decisions
- Proposals concerning the composition and remuneration of the Board
- The methods complied with while preparing the proposal for the election of the Board
- Procedure according to which the Board members are to be appointed in compliance with the articles of association
- Information on the proposed Board members and an assessment of their independence
- Proposal for the election of financial auditors
- Other proposals made by the shareholders and to be addressed by the general meeting
Each shareholder has the right to have an item falling within the competence of the general meeting by virtue of the Limited Liability Companies Act addressed by the general meeting. The shareholder must submit his or her request to have the item discussed by the annual general meeting such that the company has sufficient time to process the matter before delivering the notice of the annual general meeting. The company publishes on its website a date by which shareholders must submit their requests to have a specific matter addressed by the annual general meeting and an email address to which the requests should be sent.
The company publishes the minutes of the general meetings on its website no later than two (2) weeks after the meeting.
As a rule, the Chair of the Board and other Board members, Fingrid’s President & CEO, together with the auditor, are present at the general meeting. Also, a person proposed for the first time as a Board member shall participate in the general meeting that decides on his or her election unless there are well-founded reasons for the absence.
Fingrid’s annual general meeting was held on 21 March 2019. The minutes of the annual general meeting have been published on the company’s website.
3.1 Shareholders’ Nomination Board
Fingrid’s annual general meeting held on 28 March 2018 decided to establish a Shareholders’ Nomination Board. The Nomination Board’s tasks are defined in the Nomination Board’s rules of procedure approved by the general meeting and they are in line with the Corporate Governance Code’s recommendation 18b. The Nomination Board’s task is to prepare proposals concerning the appointment and remuneration of the members of the Board of Directors for the annual general meeting and to evaluate the activities of the Board of Directors. The Nomination Board was established to operate until further notice.
The Nomination Board shall include three (3) representatives of the Company’s shareholders and the Chairman of the Board of Directors, who shall serve as an expert member in the Nomination Board. The three (3) shareholders with the largest share of the votes have the right to appoint one (1) member each to the Nomination Board. If a shareholder does not wish to use their right to appoint a member, the right shall be transferred to the next largest shareholder who would otherwise not be entitled to appoint a member.
The Nomination Board must give its proposal to the company’s Board of Directors annually, and no later than the 31st of January preceding the next annual general meeting.
The members of the Shareholders’ Nomination Board as of 21 March 2019 were Juha Majanen, Director of Administrative Governance and Development, Ministry of Finance, nominated by the State of Finland; Jukka Reijonen, Head of Private Equity, Debt and Infrastructure, Ilmarinen, nominated by Mutual Pension Insurance Company llmarinen; and Erkko Ryynänen, Director, OP, nominated by Aino Holdingyhtiö Ky. The term of office of the Nomination Board’s members ends at the termination of the annual general meeting following the appointment of the member.
In 2019, the Nomination Board convened four (4) times and the meeting attendance percentage was 100. The Nomination Board prepared a proposal on the number of members and the composition of the Board of Directors to be submitted to the Board of Directors and evaluated the activities of the Board of Directors.