The Annual General Meeting
The agenda of the Annual General Meeting (AGM) is determined by the Limited Liability Companies Act and the Articles of Association of Municipality Finance. Every shareholder is entitled to attend the Annual General Meeting and to exercise his or her right of action and to vote based on the shares held, each of which confers one vote.
According to the Articles of Association, at the meeting the following shall be
- the financial statements, consisting of the income statement, balance sheet and annual report;
- the auditor’s report;
- the adoption of the income statement and balance sheet;
- the measures prompted by the profit or loss reported in the adopted balance sheet;
- the granting of discharge from liability to the members of the Board of Directors, the Managing Director and the Deputy Managing Director;
- the fees to be paid to the auditor and, if necessary, the members of the Board of Directors;
- members of the Board of Directors, if necessary;
- the auditor;
- any other business mentioned in the notice of the meeting.
The Annual General Meeting shall be held each year by the end of April, on a date to be determined by the Board of Directors. Ordinarily, the Annual General Meeting is held once a year. Any shareholder wishing to have a matter discussed at the Annual General Meeting must report this to the company’s Board of Directors by the end of January.
An extraordinary General Meeting shall be convened, if necessary, to discuss any specific proposal made to the General Meeting. An extraordinary General Meeting must be held if shareholders with no less than 10 percent of the shares so demand, in writing, in order to discuss a specific matter. In such case, a notice of meeting must be delivered within one month of the arrival of the demand.
According to the Articles of Association of Municipality Finance, the notice of a General Meeting shall be delivered to shareholders verifiably, in writing, by dispatching a registered letter to the address each shareholder has entered in the share register or by publishing such a letter in a publication specified by a General Meeting. Such a notice will also be published on the website of Municipality Finance.
According to the Articles of Association, the notice of a General Meeting shall be delivered no earlier than two months and no later than one week before the General Meeting. The company always endeavours to deliver a notice of an Annual General Meeting well in advance, as a general rule three weeks before the meeting. In order to attend a General Meeting, a shareholder must register with the company by the final date stated in the notice of the meeting, which cannot be earlier than five days before the meeting.
In order to implement interaction between the shareholders and senior management, and the shareholders’ right to ask questions, the Managing Director, the chairperson of the Board of Directors and a sufficient number of Board members must attend the General Meetings. Whenever possible, all members of the Board of Directors and any person who is a candidate for the Board for the first time shall be present at the Annual General Meeting. A sufficient number of Board members shall be present at extraordinary General Meetings, depending on the nature of the matter under consideration. The auditor shall attend a General Meeting whenever possible.
Minutes shall be kept of a General Meeting, and the shareholders may ask the company for a copy should they so desire. Minutes of the General Meeting shall also be available for viewing on the company’s website.
A shareholder can send their demand for a matter to be dealt by the General Meeting by email at legal (at) munifin.fi.