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 2016
During 2016 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 2015. Efore Plc's Corporate Governance Statement 2016 has been published as separate statement and is included also in Annual Report 2016.
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.
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.
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 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.
More about Efore's Board committees including composition of the committees here
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.
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.
Governance of insider activity
Efore has drawn up Group level Insider Guidelines including guidelines e.g. on prohibition on unlawful disclosure and abuse of inside information, insider lists, notification requirements and trading restrictions. Efore’s Board of Directors has confirmed the Insider Guidelines. Group CFO is responsible for Insider administration.
Efore has decided, not to establish a separate list of permanent insiders. A project-specific insider list according to the Nasdaq Insider Guidelines is prepared when Efore has an ongoing project.
The persons deemed to discharge managerial responsibilities at Efore (“Managers”) are: Members of the Board of Directors; President and CEO and Chief Financial Officer. Efore’s persons discharging managerial responsibilities and persons closely associated with them have an obligation to notify Efore and the FIN-FSA about transactions conducted with Efore’s Financial Instruments. Efore then discloses the information as a separate stock exchange release.
Efore has organized regular supervision of the trading and the notification requirement regarding persons in an insider list and the persons discharging managerial responsibilities and persons closely associated with them in such a way that the company checks the information to be notified with the persons discharging managerial responsibilities and the persons closely associated with them at regular intervals often enough, at least once a year. Efore’s duty of supervision also extends to any external advisors registered in the insider list who have taken on the duty of drawing up and maintaining the insider list. Therefore it is recommendable that the company agrees in writing (e.g. by e-mail) with such external advisor upon the maintenance of the insider list and assure that such party is aware of the obligations and duties under MAR and these Insider Guidelines.
The trading prohibition begins 30 days before the announcement of a financial statement release, a half year interim report as well as financial report from the last three or nine months and ends the following day after the release of such information. In the exceptional event that the financial statements release does not include all relevant information regarding the financial position of the company, and the closed window accordingly also applies during the 30 days period prior to the publication of the financial statements, the company will inform about this separately.
Outside this period trading in Efore’s Financial Instruments is allowed provided that a person is not entered into a project-specific list and he/she does not otherwise possess inside information at that point in time and that the person has prior to the trading received from Efore’s person in charge of insider issues in writing or by email an estimate that there is no obstacle for the trading.
Persons in the service of Efore Plc’s may via an independent channel announce any alleged infringements of rules and regulations concerning the financial market, including acts against the guidelines for insiders of the company and of Nasdaq Helsinki Ltd. The notification shall be made in an informal letter (anonymously if one so wishes) to the Managing Director of the company.
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.
Efore is not aware of any shareholders’ agreements regarding the Company.