Annual General Meeting and Board of Directors’ authorizations
The Annual General Meeting (AGM) of HKScan Corporation held on 6 April 2017 in Turku, Finland, adopted the parent company’s and consolidated financial statements and discharged the members of the Board of Directors and the CEO from liability for 2016.
The AGM resolved that a dividend of EUR 0.16 be paid for 2016.
The AGM also resolved on the annual remuneration of the Board’s members, deputy members and the chairs of the committees. Of the current Board members, Mikko Nikula and Pirjo Väliaho were re-elected, and Per Olof Nyman, Marko Onnela, Riitta Palomäki and Tuomas Salusjärvi were elected as new members until the end of the Annual General Meeting 2018. In addition, Veikko Kemppi and Carl-Peter Thorwid were elected as deputy Board members until the end of the Annual General Meeting 2018.
At the organisational meeting after the AGM, the Board re-elected Mikko Nikula as Chair and elected Marko Onnela as the new Vice Chair.
PricewaterhouseCoopers Oy, authorized public accountants, with Markku Katajisto, APA, as the responsible auditor, was elected as the auditor until the close of the next AGM.
The AGM authorized the Board to decide on share issues, option rights as well as other special rights entitling to shares, and on the purchase of the company’s own Series A shares and/or on the acceptance the company's own Series A shares as pledges. The authorizations will be effective until 30 June 2018, revoking the authorizations given by the AGM 2016.
The resolutions of the Annual General Meeting have been published in full in the stock exchange release of 6 April 2017, and they are also available on the company’s website at www.hkscan.com.
Changes in the senior management
On 28 December 2017 HKScan announced that Mikko Forsell had been appointed as HKScan’s CFO and a member of the Group Leadership Team. Forsell joined HKScan on 1 January 2018. His predecessor Tuomo Valkonen will pursue new challenges outside HKScan as of 1 March 2018.
On 8 November HKScan announced that Sami Sivuranta was appointed as HKScan’s new EVP Operations and a member the Group Leadership Team. He joined HKScan on 1 January 2018. His predecessor Aki Laiho left the Company. Pia Nybäck was appointed EVP, Animal Sourcing & Primary Production and a member of the Group Leadership Team. Nybäck has worked for HKScan since 2013.
On 4 October HKScan announced that Jukka Nikkinen, EVP Market Area International & Biotech, will also head Market Area Denmark. His predecessor Svend Schou Borch left HKScan.
On 27 September HKScan announced that Olli Huuskonen had been appointed as HKScan Corporation’s new Head of Legal as of 1 October 2017. Huuskonen reports to the Group President and CEO. His predecessor Markku Suvanto left the Company.
On 24 May HKScan announced that Mikko Saariaho had been appointed as EVP, Communications and Corporate Resbonsibility and a member of the Group Leadership Team. This was a new position in the Group Leadership Team.
On 8 February HKScan announced that Sofia Hyléen Toresson had been appointed EVP Market Area Sweden, effective 2 May. Göran Holm, who previously held the position, left the company. It was also announced on 8 February that Heli Arantola had been appointed EVP Categories and Concepts, effective 2 May. This was a new position in the Group Leadership Team.
Group Leadership Team
On 7 February 2018, HKScan’s Group Leadership Team comprises the following members: Jari Latvanen, President and CEO; Sofia Hyléen Toresson, EVP Market Area Sweden; Jyrki Karlsson, EVP Market Area Finland (until 31 March 2018; as of 2 May 2018 at the latest Kati Rajala); Jukka Nikkinen, EVP Market Area International & Biotech; Anne Mere, EVP Market Area Baltics; Heli Arantola, EVP Categories and Concepts; Sami Sivuranta, EVP Operations; Anu Mankki, EVP HR; Mikko Forsell, CFO; Mikko Saariaho, EVP Communications and Corporate Responsibility; and Pia Nybäck, EVP Animal Sourcing & Primary Production.
Shares and shareholders
At the end of December 2017, HKScan Corporation’s share capital stood at EUR 66 820 528. The Corporation’s total number of shares issued, 55 026 522, were divided into two share series as follows: A Shares, 49 626 522 (90.19% of the total number of shares) and K Shares, 5 400 000 (9.81%). The A Shares are quoted on the Nasdaq Helsinki. The K Shares are held by LSO Osuuskunta (4 735 000 shares) and Lantmännen ek.för. (665 000 shares) and are not listed. There were no changes in the number of shares and in holdings of LSO Osuuskunta and Lantmännen ek.för.
According to the Articles of Association, each A Share conveys one vote, and each K Share 20 votes. Each share gives equal entitlement to a dividend. The shares have no nominal value.
HKScan’s calculational capitalization at the end of December 2017 stood at EUR 169.1 (172.3) million, breaking down as follows: Series A shares had a market value of EUR 152.2 (155.1) million, and the unlisted Series K shares a calculational value of EUR 16.9 (17.2) million.
In January-December, a total of 10 426 342 (13 313 324) of the company’s shares with a total value of EUR 33 784 168 (42 427 708) were traded. The highest price quoted in the period under review was EUR 3.60 (3.89), and the lowest was EUR 2.96 (2.89). The average price was EUR 3.24 (3.18). At the end of December 2017, the closing price was EUR 3.13 (3.19).
At the end of 2017, the shareholders maintained by Euroclear Finland Ltd included 12 212 (13 226) shareholders. Nominee-registered foreign shareholders held 18.1 (12.6) per cent of the company’s shares.
Notifications of changes in holdings
On 20 November 2017, HKScan Corporation received a notification that the total amount of HKScan Corporation shares owned by Sveriges Djurbönder ek. för. had decreased below the threshold of five (5) per cent. According to the notification, the reason for the decrease was the disposal of shares and voting rights resulting from the voluntary liquidation and distribution of assets of Sveriges Djurbönder ek. för.
At the end of December 2017, the company held 1 008 849 (1 008 849) A shares as treasury shares, corresponding to 1.8 per cent of the company’s total number of shares, and 0.6 per cent of the total number of votes.
Share-based incentive scheme
On 10 April 2017, HKScan announced that the Board of Directors of HKScan Corporation approved a share-based long-term incentive plan for the Group’s top management and selected key employees for 2017–2019.
The new share-based incentive plan comprises a one-year performance period, 2017, followed by a restriction period extending to 2018–2019. The potential rewards payable based on the plan will be based on HKScan Group’s return on capital employed (ROCE) and earnings per share (EPS) in the performance period.
Those eligible to participate in the new share-based incentive plan are 28 members of HKScan’s top management and other selected key employees.
Shareholding of the Board of Directors and the President and CEO
At the end of 2017, members of the Board of Directors and the company’s President and CEO and his deputy, as well as their related parties, owned a total of 32 878 A Shares, corresponding to 0.06 per cent of the total number of shares and 0.01 per cent of the votes.