The Annual General Meeting of Rautaruukki Corporation was held on 23 March 2010 at the Helsinki Exhibition and Convention Centre, Congress Wing.
A total of 916 shareholders were represented at the Annual General Meeting.
Resolutions of Rautaruukki Corporation's Annual General Meeting and Board of Directors:
Resolutions of Rautaruukki Corporation's Board of Directors
Minutes of Annual General Meeting 23 March 2010
Adoption of the annual accounts
The Annual General Meeting approved the parent company's annual accounts and consolidated annual accounts for 2009.
Discharge from liability
The Annual General Meeting discharged the members of the Board of Directors, Supervisory Board, and the President & CEO from liability.
Disposal of profit
A dividend of EUR 0.45 per share is to be paid (total dividend payout of EUR 62,488,732.50). The dividend will be paid on 8 April 2010 to shareholders registered at the record date for dividend payout, 26 March 2010, in the company's shareholder register kept by Euroclear Finland Ltd. In addition, the Annual General Meeting decided to grant the Board of Directors the authority to donate a sum of no more than EUR 900,000 from the distributable capital of the company to support the activities of colleges and universities.
Board of Directors
It was confirmed that the number of members of the Board of Directors is seven (7). Reino Hanhinen MSc (Eng), DSc (Tech) hc; President & CEO Maarit Aarni-Sirviö MSc (Tech), MBA; Chairperson of the Board Liisa Leino MSc (Nutrition) and Hannu Ryöppönen BA (Bus Admin) were re-elected to the Board. President & CEO Pertti Korhonen MSc (Electronics Engineering); President & CEO Matti Lievonen BSc (Eng) and Managing Director Jaana Tuominen MSc (Eng) were elected to the Board as new members. Reino Hanhinen was appointed as chairman of the Board of Directors and Hannu Ryöppönen as deputy chairman.
Fees of the Board of Directors
The annual fees of the Board of Directors are to remain unchanged. The Annual General Meeting approved the payment of an annual fee of EUR 67,200 to the chairman of the Board of Directors, EUR 42,000 to the deputy chairman and EUR 32,400 to other members of the Board together with an attendance fee of EUR 600 for meetings, including Board of Directors' committee meetings. Of the annual fee, 40 per cent is to be paid in the form of Rautaruukki Oyj shares purchased from the market. The shares will be purchased within two weeks of the publication of the company's interim report for the first quarter of 2010.
Supervisory Board
It was confirmed that the Supervisory Board is to have five (5) members. Marjo Matikainen-Kallström MP and Inkeri Kerola MP were re-elected as chairperson and deputy chairperson of the Supervisory Board respectively. Turo Bergman LicSocSc, Jouko Skinnari MP and Tapani Tölli MP were re-elected to the Supervisory Board.
Fees of the Supervisory Board
No fees are payable to members of the Supervisory Board because the Annual General Meeting decided that the company's Supervisory Board is to be abolished. The term of office of the elected Supervisory Board ends when the decision on the abolition of the Supervisory Board has been entered in the Trade Register.
Auditor
KHT audit firm KPMG Oy Ab was re-appointed as the company's auditor. The auditor will be paid a fee against invoice approved by the company.
Authority to acquire the company's own shares
In accordance with the Board of Directors' proposal, the Annual General Meeting granted the Board of Directors the authority to acquire a maximum of 12,000,000 of the company's own shares. The authority is valid until the following Annual General Meeting.
Abolition of the Supervisory Board and amendments to the Articles of Association accordingly
The Annual General Meeting decided that the company's Supervisory Board be abolished and that the Articles of Association be amended accordingly.
Amendment of the Articles of Association
In accordance with the Board of Directors' proposal, the Annual General Meeting resolved to amend Article 11 of the company's Articles of Association so that notice of the General Meeting must be given no later than three weeks before the Meeting and at least nine days before the General Meeting record date as referred to in the Finnish Limited Liability Companies Act.
Establishment of a Nomination Committee
The Annual General Meeting decided to establish a Nomination Committee to prepare proposals for the following Annual General Meeting regarding the composition of the Board of Directors and directors' fees.
The minutes of the Annual General Meeting are available for the inspection of shareholders at the company's head office and may also be viewed on this website by 6 April 2010.
Resolutions of Rautaruukki Corporation's Board of Directors
At its organisation meeting held after the Annual General Meeting, the Board of Directors appointed Hannu Ryöppönen as chairman and Liisa Leino, Matti Lievonen and Jaana Tuominen as members of the Audit Committee.
In addition, the Board of Directors appointed Reino Hanhinen as chairman and Maarit Aarni-Sirviö and Pertti Korhonen as members of the Remuneration Committee.
All directors are independent of both the company and the company's major shareholders.
|
|
eServices
Add bookmark
Print page
Send page