Articles of Association
The articles of association consists of the following:
- The company's business name, domicile and field of business
- Management of the Company
- Financial Statements and audit
- General Meeting of Shareholders
Tikkurila’s articles of association
(English translation from the original Finnish document)
- The company’s business name is Tikkurila Oyj and its domicile Vantaa.
- Operating as parent company on its own or through its subsidiaries or associated companies, the company’s field of business is to manufacture, market and sell paints and other products for the protection of surfaces and interior decoration and services related thereto, as well as own and administer real estate property and carry out trading in securities and other investment activities.
- The company has a Board of Directors which is responsible for the company’s management and the proper organization of the company’s operations.
The Board of Directors consists of at least three (3) but not more than seven (7) members. The term of the member of the Board of Directors ends at the conclusion of the Annual General Meeting following the appointment.
The Board of Directors constitutes a quorum when more than one-half of the members are present.
- The company has a President and CEO who is elected by the Board of Directors.
- The Chairman of the Board of Directors and the President and CEO of the company, both separately, have the right to represent the company.
The Board of Directors may grant a member of the Board of Directors or to some other designated person the right to represent the company.
The Board of Directors may authorize a designated person to sign for the company as a holder of procuration, two holders of procuration together.
- The company’s financial year begins on January 1 and ends on December 31.
- The company has one ordinary auditor which shall be an audit firm approved by the Central Chamber of Commerce.
The term of the auditor ends at the conclusion of the Annual General Meeting following the appointment.
- The General Meetings of shareholders are held at the company’s registered domicile or in Helsinki. The General Meeting is convened by publishing the notice to the meeting on the Company’s website no earlier than three months and no later than three weeks prior to the General Meeting of shareholders’, however, always at least nine days prior to the record date of the General Meeting. In addition, a summary of the notice may be published in one or more newspapers.
In order to be allowed to participate in the General Meeting of shareholders, a shareholder shall register with the company before the end of the registration period given in the notice of meeting. The end of registration period may be no earlier than ten days before the meeting.
Any voting in the General Meeting is to be carried out in a manner determined by the Chairman of the General Meeting.
- The following shall be presented at the Annual General Meeting:
1. the company’s financial statements; and
2. the auditor’s report.
The meeting shall decide on:
3. the adoption of the financial statements;
4. the use of the profit shown on the adopted balance sheet;
5. the discharge of the members of the Board of Directors and the President and CEO from liability; and
6. the remuneration of the Chairman, the Vice Chairman and the members of the Board of Directors as well as the auditor.
The meeting shall confirm:
7. the number of the members of the Board of Directors.
The meeting shall elect:
8. the members of the Board of Directors; and
9. the auditor.
In addition, the meeting shall discuss:
10. any other matters referred to in the notice of the general meeting.
- The company’s shares are incorporated in the book-entry system.