CORPORATE GOVERNANCE
1. GENERAL
In its decision making and corporate governance, Aspocomp Group Oyj upholds the Finnish Companies Act, Securities Markets Act, as well as the instructions concerning the corporate governance of listed companies issued by the Helsinki Stock Exchange (the Corporate Governance recommendation). These corporate governance principles were adopted in March 2008 by the Board of Directors of Aspocomp Group Oyj.
By observing the laws in force in Finland, the Company's Articles of Association, and these rules, the Board of Directors believes it promotes the appreciation of the shareholders' holdings while protecting their interests and ensuring equal treatment of all shareholders.
2. GROUP STRUCTURE
The parent company of the Group is Aspocomp Group Oyj (hereinafter also referred to as "the Company"), with the General Meeting of Shareholders, the Board of Directors and the Chief Executive Officer (CEO) as its decision-making bodies.
The Company has subsidiaries in Finland and abroad. The parent company is responsible for the Group's administration and investor relations.
The parent company and its subsidiaries are separate legal entities in their respective countries. The legal administration, accounting and taxation of each company are executed in accordance with the laws and regulations in force in the company's country of domicile and in keeping with the corporate governance rules established by the Board of the company in question on the basis of these corporate governance principles.
3. GENERAL MEETING
The Annual General Meeting of the Company (AGM) is held annually before the end of June on a date set by the Board of Directors.
The Board of Directors shall see to it that before the Annual General Meeting, sufficient information on the matters to be dealt with at the meeting shall be made available to the shareholders. The main information shall be given in the Notice of Meeting and additional information may be provided in stock exchange releases. The Notice of Meeting shall be published in a daily newspaper. The Notice and the stock exchange releases are also posted on the Company's Internet site.
The General Meeting shall be organized in a place and at a time as well as otherwise in a manner that permits shareholders to effectively participate in the meeting.
The CEO, the Chairman of the Board and a sufficient number of members of the Board shall attend the General Meeting. A person proposed as a member of the Board of Directors for the first time shall participate in the General Meeting that decides on his/her election unless there is a well-founded reason for his/her absence.
The AGM is the Group's supreme decision-making body and it assembles once a year. The matters dealt with at the General Meeting are those stipulated in the Companies Act and the Articles of Association. The matters to be decided on by the General Meeting include the following:
- Amendments to the Articles of Association;
- Adoption of the financial statements;
- Payment of dividends;
- Election of members of the Board;
- Appointment of auditors;
- Remuneration of members of the Board and auditors.
An Extraordinary General Meeting shall be convened if the Board deems it necessary or if the Companies Act so requires.
4. BOARD OF DIRECTORS
According to the Articles of Association, the Company's Board of Directors consists of free (3) to eight (8) members elected by the AGM for one year at a time.
The Board elects the Chairman and the Vice Chairman from among its members.
The Board shall have a quorum when at least half of the members, including the Chairman or the Vice Chairman, are present at the meeting. The decisions are made by simple majority votes. In the event of a tie, the Chairman of the Board has the deciding vote.
The Board complies with Finnish laws and regulations, especially the Finnish Companies Act and Securities Markets Act and regulations based on those Acts. In addition, the Board must follow the rules and recommendations of the Stock Exchange.
The general task of the Board is to increase shareholder value in the long run as well as to attend to the interests of the Company and all its shareholders.
The Board shall assess its work and evaluate its effectiveness annually.
The Board has an Audit Committee, a Compensation Committee and a Nomination Committee, and elects members to these Committees each year after the AGM.
The Audit Committee consists of three (3) members who must be independent of the Company. The Board of Directors has ratified rules for the Audit Committee. The tasks of the Audit Committee are set out in its Charter.
The Compensation Committee consists of three (3) members. The task of the
Committee is to prepare for the Board's decision-making the remuneration and incentive schemes of the CEO and the members of the Executive Management Committee.
The Nomination Committee, which consists of three (3) members, prepares the proposals for nomination of Board members and their remuneration to be presented to the AGM.
The proposal regarding the nomination of Board members and their remuneration shall be published in the Notice of the AGM. The results of the Board's assessment shall be taken into account when the Nomination Committee prepares its proposal for the AGM.
In case the number of Board Members is three (3) no Committees are established.
The Board members shall be competent and the majority shall be independent of the Company. At least two of these independent members must be independent of the significant shareholders of the Company. Members must have knowledge of the Company's business, management of listed companies, accounting, risk management, international business, mergers and acquisitions, and corporate governance.
The Board has adopted written rules and procedures for its work.
5. CEO AND MANAGEMENT COMMITTEE
The Board shall appoint the Chief Executive Officer. The CEO's terms and conditions of service shall be specified in writing in his/her contract approved by the Board.
The responsibilities of the CEO are those defined in the Finnish Companies Act and other relevant legislation. The CEO shall manage and oversee the Group's business in accordance with the guidelines of the Board. The CEO's deputy shall exercise the CEO's powers when he/she is temporarily unable to perform his/her duties.
6. COMPENSATION
The AGM decides the remuneration of the Board members. The Nomination Committee or the Board, as the case may be, reviews annually the form and amount of compensation to Board members and prepares the proposal on their compensation for the AGM.
The Compensation Committee reviews the compensation, including incentive and bonus schemes, of the CEO and the deputy CEO.
7. AUDITORS
According to the Articles of Association, the AGM shall elect one external auditor who must be a public accountant authorized by the Central Chamber of Commerce of Finland.
The proposal for the election of the external auditor is prepared by the Board and shall be disclosed in the Notice of the AGM. The remuneration of the auditor shall be decided by the AGM.
8. AUDITING AND RISK MANAGEMENT
The financial reports issued by the Group are based on the reports of Group companies. A regular audit is carried out every year in each Group company, including wholly owned subsidiaries and associated companies. Each company has an auditor appointed by the company's General Meeting of Shareholders. All auditors' reports and other information are at the disposal of the parent company's auditor. The auditors of associated companies work in close cooperation with the parent company's auditor.
The parent company's auditor and the Group management jointly prepare the annual auditing plan for the Group companies. The auditors provide the shareholders with the statutory auditors' report regarding the financial statements of the Group companies and the consolidated financial statements. They report to the CEO and Board at least twice a year. The auditor participates in the work of the Board's Audit Committee. The full Board and the auditor meet at least once a year.
Risk management has been included in the Group's business strategy and operational goal setting. The Board reviews both annual and longer-term plans. Identifying risks and hedging against them are part of the Group's management system.
The Company does not have a separate internal auditing organization. Internal auditing is partially outsourced to an audit firm. The main auditing themes are decided in connection with the annual auditing plan.
9. INSIDER ADMINISTRATION
The Company complies with legislation on insiders, the Financial Supervision Authority's standards and Stock Exchange recommendations.
The Board has ratified the Company's insider rules. According to the rules, the following persons shall be listed in the public insider register:
- the Members of the Board
- the CEO and her/his Deputy
- the auditors
- members of the Executive Management Committee.
The Company also keeps a permanent internal insider register of the following persons:
- the Managing Directors of the subsidiaries
- From the Finance Unit: the Group Financial Controller, Business Controller, Assistant Controller
- Communications Manager
- Executive assistants
- Other administrative or finance employees designated by the CEO
In addition, the Company maintains project-specific insider registers.
The Company supervises trading by insiders. The Company's insiders may not trade in shares when involved in insider projects and during the "silent period". The silent period begins two weeks before the publication of interim reports and three weeks before the financial statements. It ends on the day following the publication of the results.
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