Page 75 - Restamax Plc Annual Report 2017
P. 75

with valid decrees concerning the recycling and sorting   Board of Directors’ authorisations
             of waste. The Group estimates that the amount of food
             waste in its entire restaurant segment is approximately   On 26 April 2017, the Annual General Meeting author-
             0.1-0.2% of turnover per year. In 2018, Restamax Group   ised the Board to decide on using the company’s unre-
             has  introduced  the  Hävikkimestari  (waste  master)   stricted equity to purchase no more than 800,000 of the
             programme  together  with  L&T,  by  which  it  aims  to   company’s own shares in one or several tranches, taking
             minimise food waste.                              into  account  the  stipulations  of  the  Limited  Liability
                                                               Companies Act regarding the maximum number of shares
             In  purchasing  for  Restamax’s  restaurant  operations,   in possession of the company and under the following
             different packaging material accumulates and efforts are   terms:  The  company’s  own  shares  shall  be  purchased
             made to recycle it. Restamax’s environmental impact also   with the funds from the company’s unrestricted equity,
             concerns  energy  consumption  on  its  premises,  among   decreasing the distributable profits of the company. The
             other things. According to an estimate by Restamax, its   shares  shall  be purchased  in trading on the regulated
             own operations involve no fundamental risks to the envi-  market  in  the  Helsinki  Stock  Exchange,  and  therefore
             ronment. In 2017, electricity consumption was approxi-  the  purchase  takes  place  by  private  placing  and  not
             mately €1.6 million in the entire Group.          in  relation  to  the  shares  owned  by  the  shareholders.
                                                               The sum paid for the shares is the price announced on
             Social and personnel matters                      the  acquisition  day  for  Restamax  Plc’s  shares  on  the
                                                               regulated market on the stock list of Helsinki  Stock
             In  personnel  policy,  Restamax  aims  to  provide  equal   Exchange. The shares are purchased in trading organised
             opportunities for all employees, ensure equal treatment   by Nasdaq Helsinki Oy in accordance with its rules and
             and  pay,  as  well  as  good  working  conditions.  During   regulations. The shares can be purchased for financing
             spring  2018,  Restamax  will  commission  an  even  more   or carrying out possible corporate acquisitions or other
             extensive  job  satisfaction  survey  of  personnel  than   arrangements, to implement incentive schemes within
             before. Occupational well-being and recreational activi-  the company, or for other purposes decided upon by the
             ties  for  personnel  are  an  essential  part  of  employee   Board of Directors. The maximum amount of the shares
             comfort  and  ability  to  cope.  Restamax  encourages   to be purchased is equivalent to approximately 4.8% of
             and supports its  personnel to cope  better at work and   all the shares and votes of the company calculated using
             to  maintain  their  working  capacity  through  partner   the share  count on the publication date of the notice
             benefits, among other things.                     of the Annual General Meeting, so the purchase of the
                                                               shares does not have a significant influence on the share
             Restamax’s  restaurant  segment  annually  employs   ownership and the distribution of voting  rights in the
             approximately  800  people  converted  into  full-time   company.  The  Board  of  Directors  shall  decide  on  the
             employees, as a result of which the equal treatment and   other matters related to the purchase of the company’s
             maintenance  of occupational  well-being of personnel   own shares. The authorisation will expire at the end of
             are important values for the Group.               the 2018 Annual General Meeting, however no later than
                                                               18 months of the Annual General Meeting’s authorisa-
             In cooperation with Tredu (Tampere Vocational College),   tion decision.
             Restamax  also  organises  the  Restamax  Academy.  The
             aim of the Academy is to maintain the skills and constant   The Annual General Meeting of 26 April 2017 authorised
             development  of  personnel.  The  aim  is  also  to  offer   the Board of Directors to decide upon a share issue on the
             personnel development opportunities and more diverse   following terms: With this authorisation, the Board may
             career  paths.  At  Group  level,  the  aim  is  to  construct   decide to issue a maximum of 1,500,000 new shares, and
             career paths more systematically.                 to transfer no more than 800,000 of the company’s own
                                                               shares  held  by  the  company  (“Share  Issue  Authorisa-
             Respect of human rights                           tion”). The new shares can be issued and the company’s
                                                               own  shares  held  by  it  can  be  assigned  in  one  or  more
             Restamax supports human rights and principles     instalments, either with or without payment. The new
             concerning the development of working conditions.   shares  can  be  issued  and  the  company’s  own  shares
             Respect of human rights concerns, among other things,   held by it can be assigned to company shareholders in
             the  company’s  personnel  and  procurement  policy.   proportion  to  the  company  shares  that  they  already
             Restamax Group does not buy products or services from   own or, deviating from the shareholders’ pre-emptive
             suppliers that violate or neglect national or international   right,  in  a  special  share  issue  if,  from  the  company’s
             human rights conventions. Restamax’s aim is to provide   perspective,  there  is  a  justified  financial  reason  for  it,
             all employees with equal opportunities and treatment.  such  as  the  financing  or  implementation  of  corporate
                                                               acquisitions  or  other  arrangements,  development  of
             Prevention of corruption and bribery              the company’s equity structure, improvement of share
                                                               liquidity  or  the  implementation  of  company  incentive
             Restamax does not accept bribery in any form in its oper-  schemes.  The issue of new shares  or transfer  of the
             ations. All the Group’s financial transactions are entered   company’s  own  shares  held  by  the  company  can  also
             in  the  accounts.  The  Group’s  financial  transactions  are   take place against apport property or by using a claim
             audited through internal controls and in the annual audit.   for the company held by the subscriber to redeem the
             The  Group’s  accounts  are  transparent  for  the  financial   amount to be paid for the issue price or the price to be
             management.                                       paid for the shares. A special issue may only be arranged
                                                               without payment if a justified financial reason exists in


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