Corporate Governance
GENERAL CORPORATE GOVERNANCE PRINCIPLES
In its decision-making and corporate governance, Revenio Group Corporation abides by the Finnish Limited Liability Companies Act, other legal provisions concerning listed companies, Revenio Group Corporation’s Articles of Association, and rules and guidelines issued by NASDAQ OMX Helsinki Ltd. As of October 1, 2010, the company complies with the Finnish Corporate Governance Code issued on June 15, 2010, by the Securities Market Association.
Shareholders' Meeting
The Shareholders' Meeting is the company's decision-making body. Under the Limited Liability Companies Act, the Shareholders' Meeting has the exclusive authority to make decisions on key issues, e.g. to amend the Articles of Association, adopt the financial statements, determine the amount of dividends payable, and elect Board members and auditors.
> Minutes of the Annual General Meeting of 31 March 2011 (in Finnish)
Board of Directors
The Company's Board of Directors comprises 3 to 6 members, appointed at the Shareholders' Meeting for a term of one year at a time. The Board elects its Chairman from among its members and is responsible for the company's administration and the appropriate organization of the company's business operations. It takes decisions on principles governing corporate strategy, organization, accounting, and finances.
The Board appoints the company's President and CEO and, based on the CEO's proposal, members of the company's Management Team, and ratifies the company's organization and structure.
The Board convenes whenever necessary, but at least six times a year.
President and CEO
The President and CEO is responsible for ensuring that the company is managed in accordance with the Board's guidelines and instructions, and answers for all of the company's activities, unless this is also the responsibility of the Chairman. It is the President and CEO's duty to ensure that the company applies accounting and bookkeeping procedures as prescribed by law and follows reliable and prudent financial management policies and practices.
The President and CEO is in charge of the following functions, in particular:
- Planning and implementation of corporate strategy (in accordance with the instructions provided by the Chairman)
- Ordinary and routine investments
- Financing and financial planning
- Corporate communications
- Preparatory work for Board meetings
Between Board meetings, the President and CEO shall report on his/her personal performance to the Chairman.
Management Team
The Company has a Management Team appointed upon the CEO's proposal by the Board of Directors. Meetings of the Management Team are chaired by the CEO. The Management Team consists of:
- President and CEO
- CFO
- Development Director
The Management Team is in charge of:
- Investment planning and monitoring
- Arrangements related to the preparation and implementation of corporate transactions
- Preparing strategy proposals
- Monitoring daily business operations
- Measures related to preparatory work for Board meetings
The Management Team convenes at least once a month.
Internal Audit and Risk Management
Senior management and the Board are in charge of internal audit. Internal audit is conducted by:
- an external public accountant firm authorized by the Central Chamber of Commerce, led by a designated Authorized Public Accountant, and
- company management and business unit managers, through the performance of regular audits and quality assurance reviews.
Quality manuals covering the Group's active subsidiaries' operations have been drawn up, describing and providing guidelines for the companies' business and financial processes. The company's management and the business units supervise compliance with these guidelines.
External Audit
According to the Articles of Association, the company shall have one regular auditor, which must be an Authorized Public Accountant firm certified by the Central Chamber of Commerce. Auditors are elected at the shareholders' meeting to serve until further notice, their remuneration and the principles governing compensation for expenses also being determined at the meeting.
CHARTER OF THE BOARD OF DIRECTORS
The Board convenes whenever necessary but at least six times a year.
Meetings are held at the company headquarters unless otherwise agreed for a specific reason.
Board meetings are convened at a time determined by the Chairman. The agenda and other material for the meeting must be delivered to members at least one week beforehand.
An extraordinary Board meeting will be convened upon the request of a Board member of the CEO. The Chairman will convene such a meeting no later than one week beforehand.
In addition to material related to Board meetings, Board members will be provided with a monthly report of the company activities, its performance and key events within the company and its business environment.
The Management Team must prepare matters for consideration at Board meetings in advance, unless the CEO and Chairman together decide otherwise.
Board decisions require a simple majority unless otherwise provided under law or the Articles of Association.
Board meetings are quorate should at least half of the Board members be present. On a discretionary basis, the Board may allow a Board member to attend a meeting by telephone or video conference.
Unless the Board decides otherwise, the Chairman, having consulted the CEO, will decide which persons besides the Board members and CEO may attend Board meetings.
Company auditors are invited to attend the meeting in which the Board reviews the financial statements for the last financial year.
A Board member is not allowed to participate in a discussion involving:
- an agreement between the member and the company
- an agreement between the company and a third party if the member has a significant vested interest in said agreement, and if said interest might conflict with the company's interests.
- agreements between the company and entities which the member, either alone or together with a third party, is empowered to represent. However, this does not apply to agreements signed between the company and its subsidiary.
A Board member must notify the Board immediately of any factors which the member feels may affect his/her objectivity in any matter under discussion.
Board members must maintain the confidentiality of all information disclosed by the company, and the same applies to discussions held at Board meetings unless the information has otherwise been made public or members are required by law to disclose the information.
Board members must comply with the rules and regulations governing insider activities, and report their holdings and any changes therein to the company.
Board meetings will be conducted in Finnish and minutes, which must be numbered sequentially, must be drawn up of the meetings. All Board members and the secretary must sign the minutes. Copies of the minutes will be delivered to all Board members annually, in January. A member who steps down from the Board at the Annual General Meeting will be provided with copies of the year's first set of minutes in the month following the Annual General Meeting.
The following matters are to be considered at Board meetings
- Matters specified in the Limited Liability Companies Act (changes in share capital, authorizations for convertible bonds, option loans etc., procurations, significant agreements affecting the company directly or indirectly, approving the budget and any major changes; the acquisition, divestment or closing down of key business units, matters related to the Annual General Meeting)
- Matters involving the company organization and personnel (management organization, composition of the Management Team, appointing and dismissing the President and CEO)
- Financial matters (approving the short and long-term financial strategy, collateral and securities)
- Matters related to investments
The President and CEO will present an overview in each Board meeting (key investments and agreements signed by the CEO, a subsidiary or an associated company; organization and personnel report)
The following reports will be discussed at each regular Board meeting:
- The company's business development report by business area, including a report of developments in performance and the financial position
- A report of exceptional measures taken between Board meetings
- A report of any pending legal proceedings or projects that involve an exceptionally major business risk
In addition, the Board will address issues proposed by any of the Board members or by the CEO.
