Corporate Governance Principles

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, From January 1, 2016 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 2015.  

The Corporate Governance Code is publicly available, e.g. on the website of the Securities Market Association, address www.cgfinland.fi.

Corporate Governance Statement 2015

During 2015 Efore complied 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.  Efore Plc's Corporate Governance Statement  2015 has been published as separate statement and is included also in Annual Report 2015.

Efore Corporate Governance Statement 2015

Group structure

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 functions of a shareholders' meeting as the company's supreme decision-making authority are defined in the Companies Act and Efore's Articles of Association. At shareholders' meetings, shareholders are able to exercise their right to speak and vote.

Annual General Meeting convenes annually and matters decided upon by the AGM include e.g. adopting the financial statements, distribution of dividend, electing auditors and Board members and determining their remuneration and discharging the Board of Directors from liability.

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.

In addition to the Annual General Meeting, extraordinary shareholders' meetings may be organized as necessary. 

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.

Composition of  the Board of Directors

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 composition shall take into account the needs of the company operations and the development stage of the company. A person to be elected to the board shall have the qualifications required by the duties, sufficient  knowledge of financial matters and business operations. A person to be elected to the Board  shall have the  possibility to devote a sufficient amount of time to the work.

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.

At the Annual General Meeting on March 30, 2016  the following persons were electeds as board members:
- Päivi Marttila, Chairman of the Board of Directors ,  Independed of the company or the company's main shareholders
- Olli Heikkilä,   Independed of the company or the company's main shareholders
- Marjo Miettinen,   Independed of the company or the company's main shareholders
- Jarmo Simola,  Independed of the company or the company's main shareholders
- Antti Sivula, Independed of the company or the company's main shareholders
- Jarkko Takanen,  Independed of the company

Biographical details of the Board members

The Board members during the FY 2015 were as follows:
- Päivi Marttila, Chairman of the Board of Directors ,  Independed of the company or the company's main shareholders
- Olli Heikkilä,   Independed of the company or the company's main shareholders
- Marjo Miettinen,   Independed of the company or the company's main shareholders
- Jarmo Simola,  Independed of the company or the company's main shareholders
- Jarkko Takanen,  Independed of the company
and until March 31, 2015 Francesco Casoli, Independed of the company

Duties and responsibilities of the Board

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 met 14 times during the fiscal year 2015 and the participation rate of the Board members was 97%.

Board committees 

The Board of Directors has committees that assist in its work. The Board of Directors elects among its members committee members and Chairman of the committees. External members can be also members of the Nomination Committee. The committees’ working orders set out the duties and operating principles for each committee. The committees report their work to the Board of Directors on a regular basis.

Members of the Board committees during the fiscal year 2016

Jarkko Tarkanen was elected as Chairman of the Audit Committee and Olli Heikkilä and Jarmo Simola were elected as members.
Päivi Marttila was elected as Chairman of the Remuneration Committee and Marjo Miettinen and Jarmo Simola were elected as members.

More about Efore's Board committees including composition of the committees here

Members of the Board committees during the fiscal year 2015
During the fiscal year 2015 Efore had Audit Committee and Remuneration Committee that assist in Board of Directors’ work.

Jarkko Tarkanen was elected as Chairman of the Audit Committee and Olli Heikkilä and Jarmo Simola were elected as members.The Audit Committee met six time during the fiscal year 2015 and the participation rate of the members was 94 %.

Päivi Marttila was elected as Chairman of the Remuneration Committee and Marjo Miettinen and Jarmo Simola were elected as members.The Remuneration Committee met 2 times during the fiscal year 2015 and the participation rate of the members was 100%. The Board did not establish any other committees.

Efore's President and CEO

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. 

Jorma Wiitakorpi was  appointed CEO of Efore Plc on 29 April 2016.

Fiscal year 2015

Vesa Vähämöttönen, tech. lis. (b. 1966) was the  President and CEO of the company  until the end of February 2015. Efore Plc CFO and member of the Executive Management Team Riitta Järnstedt was as acting President and CEO of the company starting 1 March, 2015.

Heikki Viika (b. 1963), M.Sc.(Eng.) was  appointed on 22 December, 2014 as the new President and CEO of Efore Plc. He was the President and CEO of the company from  1 June, 2015 until 29 April, 2016.

Executive Management Team

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.

Composition of the Executive Management Team

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 30 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.