Corporate governance at Fiskars Corporation is based on the Company’s Articles of Association, Finland’s Limited Liability Companies Act, and the rules and regulations concerning companies listed on the NASDAQ OMX Helsinki Ltd stock exchange. Fiskars is a member of Securities Market Association and complies, without exception, with the Finnish Corporate Governance Code approved by the Securities Market Association, which came into force on October 1, 2010 and can be consulted at www.cgfinland.fi. This Corporate Governance Statement was published separately from the Report by the Board of Directors on the Company’s website www.fiskarsgroup.com on February 17, 2014.
Ultimate decision-making power is vested in Fiskars Corporation’s shareholders at the General Meeting of Shareholders. Fiskars Board of Directors is responsible for the management and proper arrangement of the operations of the Company. The Managing Director (President and CEO) is responsible for the day-to-day management of the Company under the instructions and orders of the Board of Directors.
The Annual General Meeting is held annually before the end of June, either in Raseborg or Helsinki. The Annual General Meeting decides on matters stipulated in the Companies Act and the Articles of Association, such as approving the financial statements, distributing profits, discharging the members of the Board of Directors and the CEO from liability, electing the members of the Board of Directors and the Company’s Auditors, and deciding upon remuneration for said Board members and Auditors.
In accordance with the Articles of Association, notices regarding the Shareholders’ Meetings are published on the Company’s website and, if deemed necessary by the Board of Directors, in an alternative manner. In 2013, notices were published in the Helsingin Sanomat, Hufvudstadsbladet and Västra Nyland newspapers in addition to the notice published on the Company’s website.
Any shareholder wishing to submit a matter for inclusion on the agenda of the Annual General Meeting should submit a request in writing to the Board of Directors. To be included in the notice of the Annual General Meeting and in the agenda of the Annual General Meeting, the request should be sufficiently concise and the matter must fall within the authority of the Annual General Meeting, as defined in the Limited Liability Companies Act. Instructions on submitting requests to the Board of Directors and the deadline for requests are published on the Company’s website. In 2013, no such requests were submitted to the Board of Directors.
Fiskars held its Annual General Meeting for 2013 on March 14, 2013. The meeting approved the financial statements, discharged the members of the Board and the CEO from liability, and decided on the dividend to be paid for the 2012 financial year. The Meeting also decided on the remuneration to be paid to the Board and elected the members, who will serve until the end of the Annual General Meeting in 2014. The Company’s auditors were also elected, and remuneration was decided upon. The Meeting authorized the Board to acquire Fiskars own shares and make decisions about conveying them in accordance with separately agreed conditions.