Stora Enso’s Annual General Meeting (AGM) on 26 March 2008 adopted the accounts for 2007 and granted the Company’s Board of Directors and Chief Executive Officer discharge from responsibility for the period.
Dividend
The AGM approved a proposal by the Board of Directors that a dividend of EUR 0.45 per share be paid for the financial year 2007. The Company will pay the dividend on 10 April 2008 to the shareholders entered in the shareholder registers maintained by the Finnish Central Securities Depository or VPC on the dividend record date, 31 March 2008. Dividends for VPC-registered shares will be paid in Swedish krona and dividends for ADR holders will be paid in US dollars.
Members of the Board of Directors
The AGM approved a proposal that the Board of Directors shall have nine members and that of the present members Gunnar Brock, Claes Dahlbäck, Dominique Hériard Dubreuil, Birgitta Kantola, Ilkka Niemi, Jan Sjöqvist, Matti Vuoria and Marcus Wallenberg be re-elected to continue in their office and that Juha Rantanen be elected as a new member to serve until the end of the following AGM. Lee A. Chaden was not seeking re-election.
Auditor
The AGM approved a proposal that Authorized Public Accountants Deloitte & Touche Oy be elected to act as auditor of the Company until the end of the following AGM.
Remuneration
The AGM approved the proposed annual remuneration for the Board of Directors as follows:
Chairman EUR 135 000
Vice Chairman EUR 85 000
Members EUR 60 000
The AGM also approved a proposal that 40% of the remuneration shall be paid in Stora Enso R shares purchased from the market.
The AGM approved the proposed annual remuneration for the Board committees as follows:
Financial and Audit Committee
Chairman EUR 20 000
Member EUR 14 000
Compensation Committee
Chairman EUR 10 000
Member EUR 6 000
Appointment of Nomination Committee
The AGM approved a proposal to appoint a Nomination Committee to prepare proposals concerning (a) the number of members of the Board of Directors, (b) the members of the Board of Directors, (c) the remuneration for the Chairman, Vice Chairman and members of the Board of Directors and (d) the remuneration for the Chairman and members of the committees of the Board of Directors. The Nomination Committee shall consist of four members:
- the Chairman of the Board of Directors
- the Vice Chairman of the Board of Directors
- two members appointed by the two largest shareholders (one each) according to the register of shareholders on 1 October 2008.
The Chairman of the Board of Directors shall convene the Nomination Committee and before 31 January 2009 the Nomination Committee shall present its proposals for the AGM to be held in 2009. A member of the Board of Directors may not be appointed as Chairman of the Nomination Committee. Annual remuneration of EUR 3 000 shall be paid to a member of the Nomination Committee who is not a member of the Board of Directors.
Amendment to the Articles of Association
The AGM approved the proposal to amend the articles of association by reducing the number of the Auditors to one entity which shall be Certified Public Accountancy Firm approved by Finnish Central Chamber of Commerce, by removing references to minimum and maximum capital and maximum number of shares and by revising the matters to be included on the agenda of the Annual General Meeting. Furthermore, minor changes of technical nature were approved to be made to the Articles of Association.
Decisions by the Board of Directors
At its meeting held after the AGM, the Stora Enso Board of Directors elected from among its members Claes Dahlbäck as its Chairman and Ilkka Niemi as Vice Chairman.
Jan Sjöqvist (chairman), Claes Dahlbäck, Birgitta Kantola and Ilkka Niemi will continue as members of the Financial and Audit Committee.
Claes Dahlbäck (chairman), Dominique Hériard Dubreuil, Ilkka Niemi and Matti Vuoria will continue as members of the Compensation Committee.
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