The company’s Board of Directors shall have a minimum of five and a maximum of nine members. They are elected for one year at a time.
At present, the Board of Directors has eight members, none of whom are full-time members. The Board of Directors shall elect from amongst its number a chairman and a vice chairman for one year at a time.
The company’s officers who participate regularly in meetings of the Board of Directors are the chief executive officer, the executive vice presidents and the director of legal affairs, all of whom are not members of the Board of Directors. The director of legal affairs acts as secretary to the Board of Directors. Two employee representatives also participate in meetings of the Board of Directors, and they likewise are not members of the Board of Directors. One of these representatives is elected by the employee representatives of Stockmann’s Group Council and the other by the association representing Stockmann’s senior salaried employees.
The Board of Directors attends to the due organization of the company’s administration and operations. In addition to the duties defined separately in law and in the Articles of Association, the Board of Directors, among other things, confirms the company’s long-term strategic and financial objectives, approves the budget and decides on major individual capital expenditures, acquisitions, divestments and real-estate deals and other projects of strategic importance. The Board of Directors also approves the principles of the company’s risk management.
The Board of Directors has adopted rules of procedure defining the principles governing the Board’s composition and method of election, its tasks, decision-making procedure and meeting practice as well as the principles of the Board’s self assessment.
The Board of Directors met 14 times in 2009. The average attendance was 97 per cent.
The Appointments and Compensation Committee comprises four members of the Board of Directors. Its task is the preparation of appointment and compensation matters concerning the chief executive officer, the executive vice presidents and the other members of the Management Committee, the preparation of the election of members of the Board of Directors for proposal to the Annual General Meeting as well as the preparation of compensation matters concerning the Board of Directors. The committee meets as necessary at least once a year. In its meeting held on 16 March 2010, the Board of Directors elected Christoffer Taxell, LL.M., as the chairman of the committee; and elected Erkki Etola, managing director; Charlotta Tallqvist-Cederberg, managing director; and Henry Wiklund, managing director, as the other members of the committee. The chief executive officer has the right to attend meetings of the committee. The committee met once during the financial year 2009.
Board
of Directors
Board
of Directors' rules of procedure
The Appointments and Compensation Committee’s rules of procedure
Stockmann plc
P. O. Box 220
00101 Helsinki
Phone: +358 9 1211
Corporate Communications
Stockmann plc
P.O.Box 70
00621 Helsinki, Finland
Phone: +358 9 121 51