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 audit report;
- on approval of the income statement and balance sheet;
- on any measures prompted by the profit or loss reported in the approved balance sheet;
- on granting of discharge from liability to the members of the Board of Directors (the Board), the President and CEO and the Deputy to the CEO;
- on the fees to be paid to the auditor and, if necessary, the members of the Board;
- members of the Board, if necessary;
- the auditor;
- any other business mentioned in the summons to the meeting.
The AGM shall be held each year on a date determined by the Board within a period of six months from the end of the financial period. Typically, the AGM is held once a year. Any shareholder wishing to have a matter discussed at the AGM must report this to the Board by the end of January. A shareholder can send their demand for a matter to be dealt by the Annual General Meeting (or by any other General Meeting) by email at legal (at) munifin.fi.
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, the summons to a General Meeting shall be delivered in writing by publishing it on the company’s website, by sending it to the e-mail or postal addresses as notified by each shareholder to the company or by publishing it in a publication specified by the Board. The summons to a General Meeting must be delivered at the earliest two months and at the latest one week before the advance registration date stated in the summons to the General Meeting. The company always endeavors to deliver the summons well in advance, as a general rule three weeks before the meeting. To be entitled to attend a General Meeting, shareholders must register with the company by the date specified in the summons to the General Meeting, which shall be no earlier than five days before the General Meeting.
In order to ensure interaction between MuniFin’s shareholders and senior management, and the shareholders’ right to ask questions, the CEO and President, the Chair of the Board and a sufficient number of Board members must attend the General Meetings. Whenever possible, all members of the Board and any person who is a candidate for the Board for the first time shall be present at the AGM. 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 are kept of the General Meetings, and the shareholders may request a copy of the minutes. The Minutes of the General Meetings are also available on the company’s website