Annual General Meeting is Caverion’s highest decision making body, where the shareholders participate in the supervision and governance of the company and exercise their rights to speak and vote. The Annual General Meeting is held each year by the end of March on a date determined by the Board of Directors. Extraordinary General Meetings can be held when the Board of Directors considers it necessary to do so or when required by legislation. In addition, extraordinary general meeting must be held if the Auditor or shareholders representing at least one tenth of all shares of the company demand it in written.
The company aims to have all the members of the Board of Directors present in the general meeting, including members nominated for the Board of Directors for the first time. As a rule, the Auditor and President and CEO are also present.
The duties of General Meeting
The Annual General Meeting shall take decisions on matters falling within the competence of the general meeting by virtue of the Companies Act and the Articles of Association, such as:
- approving the financial statements
- distribution of profits
- discharging the members of the Board of Directors and the President from liability
- the election of the Chairman, Vice Chairman and members of the Board and the remuneration paid to them
- the election of the auditor and the remuneration to be paid for the audit
- amendments to the Articles of Association
- decisions leading to changes in the share capital
- share buyback and transferring the company's own shares
- decisions on share options.
The rights of shareholders
Every shareholder has the right to participate in a general meeting. One share confers one vote in the general meeting, and resolutions are usually made by a simple majority of votes.
Participation in a general meeting requires that the shareholder is registered in the shareholder register on the general meeting's record date, which is eight working days before the general meeting, and that the shareholder registers for the meeting no later than on the day mentioned in the notice of meeting.
Shareholders have the right to have matters falling within the competence of the general meeting by virtue of the Companies Act included in the general meeting agenda, provided they demand, in writing, the Board of Directors to do so early enough that the item can be included in the notice of meeting.
The notice of meeting is published no later than three weeks before the meeting at the company’s website. In addition, the Board of Directors may decide to publish the notice in a nation-wide newspaper in Finland. The notice contains the agenda, the names of the persons nominated to seats on the Board of Directors and the nominated auditor. The resolution proposals and documents presented to the Annual General Meeting and presentation of the nominees for the Board of Directors will also be published on Caverion’s website. The minutes of the general meeting are available no later than two weeks after the general meeting on Caverion’s web pages and in Caverion’s head office (address: Panuntie 11, 00640 Helsinki, Finland).