General Meetings of Shareholders
The General Meeting is the highest decision-making body of a limited company where the shareholders participate in the supervision and management of the company.
The Annual General Meeting decides on the matters stipulated in the Companies Act and Rapala VMC Corporation’s Articles of Association such as the acceptance of the financial statements, increasing or decreasing share capital, amendments to the Articles of Association and proposed dividend, the release from liability of members of the Board of Directors and the President and CEO, the election of the members of the Board of Directors and the auditors, and the compensation paid to them.
The Group President, the Chairman of the Board and a sufficient number of directors shall attend the General Meeting. A person proposed for the first time to be elected as a member of the Board of Directors shall participate in the General Meeting where the election takes place unless there are well-founded reasons for the absence.
A proposal by the Board of Directors for the election of an external auditor shall be disclosed in the invitation to the General Meeting. A prospective auditor proposed after the delivery of the invitation to the General Meeting shall be disclosed separately.
The Annual General Meeting is held once a year. According to the Articles of Association, the Annual General Meeting shall be held before the end of June. An extraordinary General Meeting is to be convened when necessary. The shareholders exercise their rights of vote and action at the General Meeting. At the General Meeting each share is entitled to one vote.
Under the Articles of Association the shareholders of the company are invited to the General Meeting by publishing the invitation and the agenda in a widely circulated daily paper and at company’s website as decided by the Board of Directors. The invitation shall state the matters to be handled at the General Meeting. The invitation, agenda, and other meeting material shall also be made available online at www.rapalavmc.com at least three weeks prior to the meeting. The minutes of the General Meeting are published on the corporate website within two weeks of the General Meeting.