Articles of Association
The current Articles of Association were accepted by Componenta’s Annual General Meeting on 10 April 2024.
Articles of Association
1. Company name and registered office
The company’s business name is Componenta Corporation, in Swedish Componenta Abp and in English Componenta Corporation. The Company’s domicile is Helsinki.
2. Industry
The company’s field of activity is to manufacture and market mechanical engineering and foundry products and to engage in other related activities as part of the Componenta Corporation group. In order to carry out its activities, the company may provide guarantees, guarantees and money as a debt to its group and associate entities. The company may provide administrative, financial, economic and other services to group and associate entities, as well as engage in securities trading and other investment activities.
3. Book-entry system
The company’s shares belong to the book-entry system.
4. Board of Directors
The company has a Board of Directors, which consists of three to seven (3-7) ordinary members.
The term of office of the members of the Board of Directors begins at the end of the Annual General Meeting that decides on the election and ends at the end of the Annual General Meeting following the election.
5. Managing Director
The company has a Managing Director who is appointed by the Board of Directors.
6. Representation of the Company
The company is represented by the Chairman of the Board of Directors and the President and CEO of the company individually and two members of the Board of Directors together. In addition, the Board of Directors of the Company may authorize other persons to represent the company alone or together with another person entitled to represent the company.
7. Auditors
The company has one auditor, who must be an audit firm registered in the auditor register of the Finnish Patent and Registration Office, whose principal auditor is an Authorised Public Accountant.
The term of office of the auditor ends at the end of the Annual General Meeting following the election.
8. Sustainability Reporting Assurer
The company has one sustainability reporting assurer, which must be an Authorised Sustainability Audit Firm that is part of the Finnish Patent and Registration Office’s sustainability reporting register, and whose principal sustainability reporting assurer appointed by the company must be a sustainability reporting auditor (KRT).
The term of office of the sustainability reporting assurer ends at the closing of the next Annual General Meeting following the election.
9. Invitation to a meeting
The notice to the General Meeting shall be issued by publishing the notice on the company’s website and by means of a stock exchange release not earlier than three (3) months and not later than three (3) weeks before the General Meeting, but in any case no later than nine (9) days before the record date of the General Meeting. In addition, the Board of Directors may decide to publish the invitation in another way.
The shareholder shall, in order to participate in the General Meeting, register in advance in the manner and at the latest on the date specified in the notice of the meeting, which may not be earlier than ten (10) days before the date of the meeting.
The General Meeting may be held not only at the company’s domicile, but also in Vantaa, Espoo or Karkkila.
10. Financial year
The company’s financial year is the calendar year.
11. Annual General Meeting
The Annual General Meeting shall be held annually on a date determined by the Board of Directors within six (6) months of the end of the financial period.
Shall be presented in the meeting
1. the financial statements, and
2. auditor’s report,
to be decided
3. the approval of the financial statements, which also includes the approval of the consolidated financial statements,
4. use of the profit shown in the balance sheet,
5. discharge from liability to the members of the Board of Directors and the Managing Director,
6. the remuneration of the members of the Board of Directors, the auditor and the sustainability reporting assurer and the basis for reimbursement of travel expenses,
7. the number of board members,
to be selected
8. members of the Board of Directors,
9. the auditor, and
10. sustainability reporting assurer.