Decisions of Aktia Bank Plc's Annual General Meeting and Board of Directors
Aktia Bank Plc
Stock Exchange Release
16 April 2020 at 6.30 p.m.
Decisions of Aktia Bank Plc's Annual General Meeting and Board of Directors
The Annual General Meeting of Aktia Bank Plc has today adopted the financial statements of the parent company and the consolidated financial statements and discharged the previous members of the Board of Directors, the Managing Director and his deputy from liability.
Authorisation concerning the dividend payment
In accordance with the proposal by the Board of Directors, the Annual General Meeting decided, taking into account the recommendations issued by the authorities’, to authorise the Board to at a later date decide on the payment of a maximum dividend of 0.63 euro per share for the accounting period 1 January – 31 December 2019 with a payment at one or more occasions, however, at the earliest on 1 October 2020. The authorisation is in force until the Annual General Meeting 2021. The Board was authorised to decide on the record date and the date of payment of a possible dividend. Aktia will notify of the decisions separately.
Board of Directors
The Annual General Meeting confirmed the number of board members as nine.
Christina Dahlblom, Johan Hammarén, Maria Jerhamre Engström, Johannes Schulman, Lasse Svens and Arja Talma were re-elected as Board members. As new members of the Board of Directors were elected Kari A.J. Järvinen, M.Sc.Eng., Harri Lauslahti, M.Sc.Econ., and Olli-Petteri Lehtinen, M.Sc.Econ. All board members were elected for a term of office continuing up until the end of the next Annual General Meeting.
Remuneration
In accordance with the proposal by the Board of Directors the Annual General Meeting decided to approve the guidelines on remuneration for the governing bodies of Aktia Bank Plc.
The annual remuneration for the Board members was confirmed as EUR 64,300 for the chair, EUR 36,400 for deputy chairs and EUR 28,500 for members. 40% of the annual remuneration shall be paid in the form of Aktia shares. The remuneration for attended meetings remained unchanged and was established as EUR 500 per attended meeting. However, the chair of the Board of Directors’ Committees receives a remuneration of EUR 1,000 per committee meeting where they act as chairman. Compensation for travel and accommodation expenses as well as a daily allowance will be paid in line with the Finnish Tax Administration's guidelines.
The Annual General Meeting adopted the proposal of the Board of Directors regarding resolution on maximum ratio between the variable component and the fixed component of the total remuneration for defined employee categories in Aktia Bank and its subsidiaries shall be 200%
Auditor
The Annual General Meeting determined that the number of auditors shall be one, and re-elected APA firm KPMG Oy Ab as auditor. Remuneration to the auditor shall be paid against the auditor’s reasonable invoice.
Authorisations of the Board of Directors
The Annual General Meeting adopted the proposal of the Board of Directors regarding resolution for share issue authorisation, authorisation to acquire the company's own shares for use in the company's share based scheme and/or the remuneration of members of the company's Board of Directors and authorisation to divest the company's own shares.
Forfeit of the right to merger shares
The Annual General Meeting adopted the proposal of the Board of Directors regarding the right to a share incorporated in the book-entry system and the rights that the share carries have been forfeited for the shares in Aktia Bank Plc’s collective account. The shares now object for forfeiture are shares the owner-customers of Veritas Mutual Non-Life Insurance Company received, on the basis of paid insurance premiums, as merger consideration in connection with the merger of Veritas Mutual Non-Life Insurance Company to Aktia Plc on 1 January 2009 and those shares still in the company’s collective account and for which a request for registration to the book-entry account has not been put forward before the Annual General Meeting’s decision on the matter on 16 April 2020.
Charter of the shareholders' nomination board of Aktia Bank Plc
In accordance with the proposal by the Nomination Board, the Annual General Meeting decided to adopt the updated Charter for the Shareholders’ Nomination Board.
All proposals mentioned above are included in the Summons to the Annual General Meeting published on the website under About Aktia > Corporate Governance > Annual General Meeting > Annual General Meeting 2020.
Organisational meeting of the Board of Directors
The Board of Directors, which convened after the General Meeting, elected Lasse Svens as chair and Arja Talma as vice chair.
The Board of Directors has decided on the composition of the Board's Audit Committee, Risk Committee, as well as the Remuneration and Corporate Governance Committee.
The Board of Directors elected Arja Talma as chair and Olli-Petteri Lehtinen and Johannes Schulman as members of the Audit Committee.
Maria Jerhamre Engström was elected as chair and Harri Lauslahti and Lasse Svens as members of the Risk Committee.
Christina Dahlblom was elected as chair and Johan Hammarén, Kari A.J. Järvinen and Lasse Svens as members of the Remuneration and Corporate Governance Committee.
Aktia Bank Plc
Further information:
Mikko Ayub, CEO, tel. 0
Mia Bengts, General Counsel, tel. 8
Distribution:
Nasdaq Helsinki Ltd
Mass media
Aktia is a Finnish asset manager, bank and life insurer that has been creating wealth and wellbeing from one generation to the next for 200 years. We serve our customers in digital channels everywhere and face-to-face in our offices in the Helsinki, Turku, Tampere, Vaasa and Oulu regions. Our award-winning asset management business sells investment funds internationally. We employ approximately 750 people around Finland. Aktia's assets under management (AuM) on 31 December 2019 amounted to EUR 9.9 billion, and the balance sheet total was EUR 9.7 billion. Aktia's shares are listed on Nasdaq Helsinki Ltd (AKTIA). aktia.com.
