The shareholders of Pöyry exercise their decision-making power at the company's General Meeting of Shareholders which is Pöyry's highest decision-making body.
The Annual General Meeting is held every year before the end of June, usually in March. The rights of the shareholders and the duties of the Annual General Meeting are defined in the Finnish Companies Act and in the Articles of Association of the company. An Extraordinary General Meeting may be convened by the Board of Directors when they consider it necessary or when required by law. Furthermore, the auditor or the shareholders holding together a minimum of 10 per cent of all shares of the company have the right to request in writing that an Extraordinary General Meeting shall be convened to address a specific matter. The Board of Directors makes a decision on convening a General Meeting.
The notice of a General Meeting and the proposals of the company's Board of Directors to the General Meeting are released on the company's website, published as a stock exchange release and, if so decided by the Board of Directors, published in one newspaper with a wide circulation as determined by the Board of Directors.
The company publishes the decisions made by a General Meeting without delay after the General Meeting as a stock exchange release and on its website. The minutes of the General Meeting are made available on the company’s website within two weeks of the meeting.
A shareholder has the right to have a matter falling within the competence of the General Meeting handled in the General Meeting provided that a written request is received by Pöyry's Board of Directors early enough so that the issue can be included in the meeting notice. Before each Annual General Meeting Pöyry publishes on its website information on how and by which date such requests should be delivered to the Board of Directors.
The matters to be addressed in the Annual General Meeting:
- Approval of the financial statements
- Use of the profit shown on the balance sheet
- Discharging from liability the members of the Board and the President and CEO
- Election of the members of the Board and the decision on their remuneration
- Election of the auditor and the decision on compensation
- Proposals made by the Board or a shareholder (e.g. amendments of the Articles of Association, share issue, giving authorisations to the Board of Directors).