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Investor Relations |
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The obligations of Efore’s decision-making bodies are defined in accordance with Finnish legislation and the principles established by the Board of Directors. Efore’s corporate governance complies with the provisions of the Companies Act. In addition, Efore complies with the Insider Guidelines issued by the NASDAX OMX Helsinki Oy and the Finnish Corporate Governance Code for Listed Companies issued by Securities Market Association in 2010 except a deviation from the Code’s recommendation Nr. 9 concerning the composition of the Board of Directors The Corporate Governance Code is publicly available, e.g. on the website of the Securities Market Association, address www.cgfinland.fi. Corporate Governance Statement
Efore Group consists of the parent company, Efore Plc, and its directly or indirectly wholly owned subsidiaries in Finland and abroad. In addition to this Efore Management Oy, a company owned by the members of the Efore Group Executive Management Team has been consolidated in the group on the basis of Efore´s control over it. The governance and operations of the Group are the responsibility of the parent company's decision-making bodies and authorities, which are the Annual General Meeting, Board of Directors and the President and CEO. The President and CEO is assisted by the Senior Executive Committee. The operations of the subsidiaries are the responsibility of their respective Boards of Directors, which comprise the Group's President and CEO and other representatives of the Group's senior management. The Group's President and CEO is also chairman of the Board of Directors of each of the subsidiaries. The President of each subsidiary reports to the Group's President and CEO. Efore Plc provides the subsidiaries with joint Group services and is also responsible for its strategic planning and finances. Shareholders' meeting The Chairman of the Board and the President and CEO shall be present at the Annual General Meeting and also other Board Members, if possible and also such persons as have been proposed for Board membership for the first time. Appointing Board members The Nomination Committee of the Board of Directors prepares a proposal concerning Board members. The Annual General Meeting elects the members of the Board of Directors by simple majority vote for a term of office that ends with the close of the next Annual General Meeting following their election. The Board of Directors elects from among its members a Chairman and Deputy Chairman. As set out in Efore's Articles of Association, the Board of Directors shall have no less than three and no more than ten ordinary members.The company's President and CEO is not a member of the Board of Directors. The majority of the directors shall be independent of the company. In addition, at least two of the members representing this majority shall be independent of significant shareholders of the company. With regard to the duties and efficient operations of the board, it is important for the company that the members have versatile expertise and mutually complementing experience. Main shareholders considered the possibility of proposing a suitable female candidate, in accordance with the Corporate Governance Code concerning the gender parity of the Board. The Nomination Committee has so far found no suitable candidate who is also familiar with the company’s business. The Board of Directors has general decision-making authority in all company matters that are not stipulated (by law or under the Articles of Association) for the decision or action of another party. The Board is responsible for the governance of the company and for duly organizing its operations. It also approves the corporate strategy, the risk management principles, the Group's corporate values, the operating plan and related annual budget, and decides on major investments. The main duties and operating principles of the Board of Directors are given in a separate working order. This refers to the declaration of a quorum at Board meetings, the writing and approval of minutes, and the preparations needed on matters for decision. The Board of Directors reviews its own working procedures through an annual self-evaluation process. The Board of Directors has two committees that assist in its work; the Audit committee and the Nomination Comittee. The Board of Directors elects among its members comittee members and Chairman of the comittees. More about Efore's Board committees including composition of the committees here The Board of Directors appoints the company's President and CEO and supervises his actions. The main terms and conditions governing the President and CEO's appointment are detailed in written contract. The President and CEO manages and supervises Group business operations within the guidelines and directives issued by the Board of Directors, and ensures that the company's accounting accords with the law and that the financial management system is reliable. The President and CEO chairs the Executive Management Team and is also assisted by it in his work. The Executive Management Team comprises the President an CEO and the Executive Vice Presidents responsible for the main functions of the company. The Executive Management Team’s main responsibilities include implementation of the Group’s strategy and monitoring and securing a good financial performance. The Team convenes 1-2 times per month. Governance of insider activity Efore Plc's public insiders are the members of the Board of Directors, the President and CEO, the Deputy to the President and CEO, the company's auditors and the members of the Executive Management Team. In addition the company has a company-specific insider register. The insider registers are maintained under the supervision of the Executive Vice President, Finance & Administration. Efore Plc complies with the insider trading instructions approved by the Nasdaq OMX Helsinki Oy, on the basis of which the company’s Board of Directors has approved a set of internal guidelines on insider trading. According to these guidelines, investments made by insiders must be long-term investments and trading must always take place at a time when the market’s information on factors affecting the share value is as complete as possible as well as the investments must be made during the time when the insider has no inside information. The period closed to trading by insiders is always a minimum of 21 days before publication of interim reports and the financial statements bulletin or publishing preliminary information based thereof and ending the day following the day of the release of such a report. During other periods trading with Efore securities is allowed provided that a person is not entered into a project-specific register or he/she does not otherwise possesses inside information at that time point. Supervision The Group has financial reporting systems for supervising its business operations and financial management. The Board of Directors has approved the Group's management organization and governing principles, decision-making authority and approval procedures, administrative operating policies, financial planning and reporting, and remuneration principles. Internal auditing is a part of Group's finance administration. The management of the finance administration reports the findings of internal auditing to the President and CEO and the Audit Committee. Shareholders’ Agreements Efore is not aware of any shareholders’ agreements regarding the Company. Updated Feb. 13, 2012 |
