Articles of association of Veritas Pension Insurance Company Ltd.
1 § Company name and domicile
The name of the company is Pensionsförsäkringsaktiebolaget Veritas, in Finnish Eläkevakuutusosakeyhtiö Veritas and in English Veritas Pension Insurance Company Ltd. and its domicile is Turku.
The auxiliary company name is Verdandi.
2 § The purpose of the company is to grant statutory pension insurances in Finland, as well as operating in reinsurance business directly related thereto.
3 § Shareholders’ equity
The shareholders’ equity of the company comprises of:
Restricted shareholders’ equity
1) share capital
2) reserve fund
3) revaluation reserve
Unrestricted shareholders’ equity
4) other funds decided upon by the shareholders’ general meeting.
4 § Share capital
The minimum capital of the company is ten million (10,000,000) euro and the maximum capital is forty million (40,000,000) euro. Within these limits the share capital can be increased or decreased without amending the Articles of Association.
5 § Book-entry system
The company’s shares are included in the book-entry system in accordance with the Act on the Book-Entry System and Settlement Activities (348/2017).
6 § Redemption and assignment of shares
The company can redeem its own shares by using the unrestricted shareholders’ equity without decreasing the share capital.
7 § Anyone who intends to acquire or assign the company’s shares, either directly or indirectly, shall inform the Financial Supervisory Authority in advance in the way prescribed in section 7 of the Act on Pension Insurance Companies (354/1997).
8 § If a share or subscription right in connection with a share issue is transferred to a person who is not a shareholder of the company, the shareholders of the company shall have the right of redemption as follows.
The right of redemption shall not be valid for shares or subscription rights transferred through inheritance or marital right; neither shall it be valid if the share or subscription right is transferred after the assignor as a gift or other assignment to a person having the legal capacity to inherit or through a will to such a person.
If a share or subscription right is transferred to a new owner, he/she shall inform the Board of Directors of the company thereof in writing without any delay, as well as providing a certified copy of the assignment document.
The Board of Directors shall inform the shareholders about the transfer of the share within fourteen (14) days from the receipt of the notice of transfer in the way prescribed in the Articles of Association.
Shareholders entered in the share register at the time when the Board received the notice of transfer shall have the right of redemption. If several shareholders entitled to redeem wish to use their right of redemption and cannot agree on the distribution of the shares between themselves, the shares or subscription rights shall be distributed by the Board of Directors between those entitled to redeem in proportion with the shares previously in their possession.
The redemption shall be implemented at the price paid for the share or subscription right. If the payment has not been made or if the redeemer so demands, the share or subscription right shall be redeemed according to the mathematical value determined by the Board of Directors on the basis of the latest confirmed financial statements.
A shareholder wishing to use his/her right of redemption shall inform the Board thereof, as well as presenting the claim for redemption on the basis of the mathematical value of the shares, within a month from the date on which the Board was informed about the share transfer.
The redeemer shall pay the redemption price to the Board of Directors of the company within two months from the date on which the Board was informed about the share transfer.
In connection with transfer of subscription right, the redemption concerns the new share transferred to the subscriber on the basis of the subscription. The person using his/her right of redemption thus takes over the rights and obligations concerning the new share.
Any disagreements on the right of redemption shall be submitted to arbitrators as prescribed by the Arbitration Act (967/1992).
9 § Board of Directors
The company has a Board of Directors which takes care of the administration and appropriate arrangement of operations of the company.
The Board of Directors comprises of a minimum of four and a maximum of twelve members who are elected for a calendar year at a time.
No less than one sixth of the Board members shall be elected among the candidates suggested by major employer organisations and no less than one third of the Board members shall be elected among the candidates suggested by major employee organisations.
10 §
The Board of Directors shall annually elect among its members a chairman and vice chairman, one of which shall be a person suggested by the representatives of the insured.
The Board of Directors convenes by invitation of the chairman.
The Board of Directors constitutes a quorum when more than half of the members are present. Decisions are made by a simple majority of votes. If the votes are divided evenly, the chairman’s vote shall decide, except for elections, where drawing of lots shall decide.
In issues regarding increasing or decreasing the company’s share capital, merger, transfer of a portfolio, usage of business surplus, appointment or dismissal of the Managing Director or Deputy Managing Director or the company’s investment plan, the opinion shall be supported by at last two thirds (2/3) of the members of the Board of Directors present.
The company’s responsible Actuary has the right to be present and speak at the meetings when issues within his/her field are being discussed.
Minutes shall be kept at the Board meetings.
The Board of Directors shall elect a drafting committee at least for the appointment, remuneration and auditing issues discussed by the Board of Directors.
11 § The Board of Directors shall appoint and dismiss the Managing Director, Deputy Managing Director and the company’s responsible Actuary as well as decide on their emoluments and other terms and conditions related to their duties.
12 § Supervisory Board
The company has a Supervisory Board consisting of a minimum of sixteen and a maximum of thirty-six members; no less than one sixth of the members shall be elected among the candidates suggested by major employer organisations and no less than one third of the members shall be elected among the candidates suggested by major employee organisations.
The term of a member of the Supervisory Board is three years so that a maximum of twelve members annually are in turn to resign. The term begins at the closing of the shareholders’ general meeting at which the member was elected. The term ends at the closing of the shareholders’ general meeting at which the member is in turn to resign. The general meeting may appoint a member for a term shorter than three years if necessary for dividing the resigning members evenly.
A new member can be elected for the rest of the term to replace a member who has resigned before the expiration of his/her term.
13 § The Supervisory Board shall elect among its members a chairman and vice chairman for one year at a time, one of which shall be a person suggested by the representatives of the insured.
The Supervisory Board convenes by invitation of the chairman.
The Supervisory Board constitutes a quorum when more than half of the members are present. Decisions are made by a simple majority of votes. If the votes are divided evenly, the chairman’s vote shall decide, except for elections, where drawing of lots shall decide.
The meetings of the Supervisory Board shall, as far as possible, be attended by members of the Board of Directors. Similarly, the company’s responsible Actuary shall be present when issues within his/her field are being discussed.
Minutes shall be kept at the Supervisory Board meetings.
14 § The duties of the Supervisory Board include the following:
1) Supervision of the company’s administration run by the Board of Directors and the Managing Director;
2) Deciding on the number of members of the Board of Directors;
3) Electing the Board of Directors and deciding on the remuneration of the Board members;
4) Appointing the Election Committee mentioned in item 14 a and deciding on the number of members of the committee.
14 a § Election Committee
The company shall have an Election Committee appointed by the Supervisory Board for one calendar year at a time and consisting of a chairman and no less than two and no more than four members, who shall be members of the Supervisory Board or Board of Directors of the company.
The Committee shall prepare
a) to the General Meeting: proposals for the remuneration payable to the members of the Supervisory Board and on electing the members of the Supervisory Board;
b) to the Supervisory Board: proposals for the remuneration payable to the members of the Board of Directors and on electing the members of the Board of Directors.
The Election Committee shall have a chairman and deputy chairman, one of which must be a person suggested by the representatives of the insured. The chairman of the Supervisory Board acts as the chairman of the Election Committee. One half of the members of the Election Committee shall be elected among persons suggested by the representatives of the policyholders in the Supervisory Board and the other half among persons suggested by the representatives of the insured in the Supervisory Board.
15 § Auditors
The Annual General Meeting shall elect two auditors and one deputy auditor for one financial year at a time to audit the company’s accounting, financial statements, annual report and administration.
The auditors and deputy auditor must be KHT auditors. An auditing company can also be elected auditor or deputy auditor.
16 § General Meeting
The Annual General Meetings shall be held in Turku before the end of May on a date determined by the Board of Directors. The Board of Directors convenes the General Meeting by publishing a notice on the company’s website. The Board of Directors may also decide at its discretion to publish information about the General Meeting in one or several daily newspapers. The notice of the meeting shall be published no more than four weeks and no later than 17 days before the meeting. The issues to be discussed at the meeting shall be given in the notice of the meeting. Other notifications to the shareholders shall be given in the same way.
Copies of the financial statements and the auditors’ report shall be available for viewing in the head office of the company no later than one week before the General Meeting and until the end of the next calendar year.
17 § Each share has one vote in the General Meeting. However, each participant can, in his/her own name or as a representative of another person, vote with a maximum of one tenth of the votes represented in the meeting.
18 § The General Meeting shall be opened by the chairman or deputy chairman of the Board of Directors, or if they are prevented, by another member of the Board, after which those entitled to vote elect the chairman by open voting in accordance with the number of individuals.
Decisions are made by a simple majority of votes. Elections shall be implemented by secret ballot, if anyone of those present at the General Meeting so demands. If the votes are divided evenly, the chairman’s vote shall decide, except for elections, where drawing of lots shall decide.
Members of the Board of Directors and Supervisory Board have the right to be present and the right to speak at the meeting. The Managing Director and the responsible Actuary or their deputies must be present to give any specifications demanded.
Minutes of the General Meeting shall be kept by a person invited by the chairman. The chairman of the meeting and two examiners of the minutes elected for the purpose shall examine and sign the minutes.
19 § The Annual General Meeting
shall receive:
1) The financial statements and consolidated financial statements as well as annual report;
2) The auditors’ report;
shall decide on:
3) The confirmation of the company’s financial statements and consolidated financial statements;
4) The measures called for by the profit or loss in the confirmed balance sheet;
5) The date for distribution of dividend;
6) Granting discharge from personal liability to the Managing Director and the members of the Board of Directors and the Supervisory Board;
7) The number of members of the Supervisory Board and the remuneration payable to them;
8) The remuneration payable to the auditors;
shall implement:
9) The election of the members of the Supervisory Board;
10) The election of the auditors and deputy auditor;
and shall discuss:
11) Other issues mentioned in the notice of the General Meeting.
20 § An Extraordinary General Meeting shall be held whenever the Board of Directors or the Supervisory Board deems it necessary.
An Extraordinary General Meeting shall be held whenever required by a shareholder/shareholders holding at least one tenth of the shares of the company, in writing, for the handling of a given issue.
An Extraordinary General Meeting shall also be held if required by the Financial Supervisory Authority or an auditor of the company, in writing, for the handling of a given issue.
The notice of an Extraordinary General Meeting shall be delivered within a week from the request thereof. The notice shall be delivered as prescribed for the Annual General Meeting, however, so that the notice must be sent no later than one week before the meeting.
21 § Signing for the company
The company shall be signed for by:
1) The chairman of the Board of Directors and the Managing Director, each of them acting alone.
2) Persons separately authorised by the Board of Directors to sign for the company, two signatories together.
22 § General rules and regulations
A decision concerning an amendment of the Articles of Association is only valid, if it is supported by shareholders holding no less than two thirds of the votes given and of the shares represented at the meeting.
23 § The company’s share capital and unrestricted funds belong in full to the shareholders.
In connection with the company’s liquidation or dissolution, transfer of insurance portfolio or other arrangement concerning the distribution of assets, a proportion of investments made in the company’s shareholders’ equity and reasonable return calculated on them corresponding with the shares belongs to the shareholders, calculated from the company’s assets that exceed liabilities. The rest of the assets that exceed liabilities, including the revaluation reserve, belong to the policyholders as part of the insurance portfolio and shall be used to provide pension cover to the insured.
At most, the amount corresponding with reasonable return referred to in this item shall be paid as dividend from the share capital. In addition, unrestricted shareholders’ equity accumulated in previous years can be paid out as dividend.
Reasonable return here means return in accordance with the technical rate of interest applied in insurances under the Employees Pensions Act (395/2006) plus one percentage point.