Corporate Governance
Corporate Governance
Amanda Capital Plc and its subsidiary comply with the Finnish Corporate Governance Code published by the Securities Market Association in October 2008. Amanda deviates from the recommendations regarding the composition of the Board of Directors (9), Board committees (18) and internal audit (47).
General Meeting of Shareholders
The General Meeting is Amanda Capital Plc’s highest decision-making body, at which the shareholders participate in the supervision and control of the company. Amanda Capital Plc convenes one Annual General Meeting (AGM) during each financial period. An Extraordinary General Meeting may be convened when necessary. Shareholders exercise their right to vote and voice their views at the General Meeting.
Amanda Capital Plc provides shareholders with sufficient information about the agenda in advance of the General Meeting. Information is provided in the notice of the General Meeting, other releases and on the company website. The General Meeting is organized in such a way that shareholders can effectively exercise their ownership rights. The goal is that the CEO, Chairman of the Board, and a sufficient number of directors attend the General Meeting. A person proposed as director for the first time shall participate in the General Meeting that decides on his/her election, unless there are well-founded reasons for his/her absence.
Amanda Capital Plc provides shareholders with sufficient information about the agenda in advance of the General Meeting. Information is provided in the notice of the General Meeting, other releases and on the company website. The General Meeting is organized in such a way that shareholders can effectively exercise their ownership rights. The goal is that the CEO, Chairman of the Board, and a sufficient number of directors attend the General Meeting. A person proposed as director for the first time shall participate in the General Meeting that decides on his/her election, unless there are well-founded reasons for his/her absence.
Board of Directors
Amanda Capital Plc’s Board of Directors has a charter covering its operations. Below is a list of the most important principles and duties of the Board:
- the Board shall be responsible for the administration of the company and the appropriate organization of the company’s operations
- the Board shall steer and supervise the company’s operative management as well as appoint and dismiss the CEO
- the Board shall approve the company’s strategic goals
- the Board shall approve the company’s risk management principles and make sure that the management system functions well
- the Board shall ensure that the company confirms the values that are to be applied in its operations
- the Board shall promote the interests of the company and all its shareholders
- the members of the Board do not represent the parties who proposed them as Board members when working on the Board
- the Board shall assess its performance and working methods annually, either by means of internal self-evaluation or by using an external evaluator.
In its Annual Report, the company states the number of Board meetings held during the financial period as well as the average attendance of the directors. During the financial period 2009, the Board of Directors of Amanda Capital Plc convened 16 times, the average attendance being 94%. Amanda Capital Plc’s Board of Directors consists of 5 to 7 members. The members are elected for one year at a time.
The General Meeting elects the directors. The director candidates put forward to the Board shall be mentioned in the notice of the General Meeting, if the proposal has been made by the Board or if the candidate is supported by shareholders holding at least 10 per cent of the total votes carried by all the shares of the company, provided that the candidate has given his/her consent to the election. The candidates proposed after the delivery of the notice of the meeting will be disclosed separately. The company’s Articles of Association do not contain any provisions on the manner of proposing prospective directors.
A person elected director must have the qualifications required by the work of a director and sufficient time for taking care of the duties. The company facilitates the work of the Board by providing the directors with sufficient information on the company’s operations.
The majority of the members of Amanda Capital Plc’s Board of Directors are independent of the company. In addition, at least two of the directors representing stated majority should be independent of major shareholders of the company. The Board of Directors assesses the independence of the directors and states on the company website which of the directors have been deemed independent. When evaluating independence, the circumstances of private individuals or legal entities regarded as related parties of the director, as referred to in Chapter 1, section 4 of the Finnish Limited Liability Companies Act, will be taken into consideration in all situations. Companies belonging to the same group as a company are comparable with the company. At the Annual General Meeting 2008, the shareholders elected for Amanda Capital Plc a Board of Directors representing the best experience and expertise that the company needs in its present situation. There is one member who is independent of the company’s major shareholders on the present Board. The company deviates from the recommendation on the composition of the Board stating that both genders should be represented on the Board.
The company reports the following personal details and holdings of the directors: name, year of birth, education, main occupation, primary working experience, date of inception of Board membership, other simultaneous key positions of trust, and shareholdings in the company.
The members of Amanda’s Board of Directors shall provide the Board and the company with sufficient information for the evaluation of their qualifications and independence and notify of any changes in such information.
The directors receive the following remuneration: Chairman of the Board 2 000 euros per month and the directors 1 000 euros per month. The remuneration is paid in cash. The members of Amanda Capital Plc’s Board of Directors have no share-related rights, nor are they covered by any other remuneration scheme.
The General Meeting elects the directors. The director candidates put forward to the Board shall be mentioned in the notice of the General Meeting, if the proposal has been made by the Board or if the candidate is supported by shareholders holding at least 10 per cent of the total votes carried by all the shares of the company, provided that the candidate has given his/her consent to the election. The candidates proposed after the delivery of the notice of the meeting will be disclosed separately. The company’s Articles of Association do not contain any provisions on the manner of proposing prospective directors.
A person elected director must have the qualifications required by the work of a director and sufficient time for taking care of the duties. The company facilitates the work of the Board by providing the directors with sufficient information on the company’s operations.
The majority of the members of Amanda Capital Plc’s Board of Directors are independent of the company. In addition, at least two of the directors representing stated majority should be independent of major shareholders of the company. The Board of Directors assesses the independence of the directors and states on the company website which of the directors have been deemed independent. When evaluating independence, the circumstances of private individuals or legal entities regarded as related parties of the director, as referred to in Chapter 1, section 4 of the Finnish Limited Liability Companies Act, will be taken into consideration in all situations. Companies belonging to the same group as a company are comparable with the company. At the Annual General Meeting 2008, the shareholders elected for Amanda Capital Plc a Board of Directors representing the best experience and expertise that the company needs in its present situation. There is one member who is independent of the company’s major shareholders on the present Board. The company deviates from the recommendation on the composition of the Board stating that both genders should be represented on the Board.
The company reports the following personal details and holdings of the directors: name, year of birth, education, main occupation, primary working experience, date of inception of Board membership, other simultaneous key positions of trust, and shareholdings in the company.
The members of Amanda’s Board of Directors shall provide the Board and the company with sufficient information for the evaluation of their qualifications and independence and notify of any changes in such information.
The directors receive the following remuneration: Chairman of the Board 2 000 euros per month and the directors 1 000 euros per month. The remuneration is paid in cash. The members of Amanda Capital Plc’s Board of Directors have no share-related rights, nor are they covered by any other remuneration scheme.
Board Committees
Amanda Capital Plc does not have any committees due to the size of the company and its Board.
CEO
The CEO is in charge of the day-to-day administration of the company in accordance with the regulations of the Finnish Limited Liability Companies Act and instructions and orders issued by the Board of Directors. Martin Paasi M.Sc.Econ., CETA born 1972, acted as a CEO from March 9 2009 to June 22, 2010. CFO, Petter Hoffström, M.Sc (econ), born 1968, has as acted as Deputy CEO since June 22, 2010. The CEO may take measures which, considering the scope and nature of the operations of the company, are unusual or extensive, with the authorization of the Board. The CEO ensures that the accounting practices of the company comply with the law and that financial matters are organized in a reliable manner.
Amanda Capital Plc’s Board of Directors appoints the CEO. The terms of the CEO’s employment relationship have been specified in writing in the CEO’s contract of employment approved by the Board. Both parties have the right to give notice on the contract with a period of notice of two months. When notice is given by the company for whatever reason or if the contract is terminated through mutual agreement by the company and the CEO, the CEO is entitled to a compensation corresponding to his/her overall salary for the six (6) months preceding the termination of the contract, which compensation is paid on the day when the contract is terminated.
Amanda Capital Plc’s Board of Directors appoints the CEO. The terms of the CEO’s employment relationship have been specified in writing in the CEO’s contract of employment approved by the Board. Both parties have the right to give notice on the contract with a period of notice of two months. When notice is given by the company for whatever reason or if the contract is terminated through mutual agreement by the company and the CEO, the CEO is entitled to a compensation corresponding to his/her overall salary for the six (6) months preceding the termination of the contract, which compensation is paid on the day when the contract is terminated.
The overall remuneration of the CEO consists of a fixed monthly salary and an options scheme. The Board of Directors approves the CEO’s remuneration.
In 2009, the CEO was paid an overall salary of 304 000 euros. The sum comprises a compensation for the termination of employment and indirect employee costs.
The retirement age and pension of the CEO are determined in accordance with the Finnish Employees Pensions Act. In addition, the company discloses the same personal details and holdings information about the CEO as for the Board members. The CEO shall not be elected Chairman of the Board.
Other management
Due to its size, the company has no other management according to the Corporate Governance Code.
Incentive system
Amanda Capital Plc has a share-related incentive system that covers the entire personnel.
Internal control, risk management and internal audit
Amanda Capital Plc’s Board of Directors monitors that the CEO manages the day-to-day administration of the company in accordance with the instructions and orders given by the Board. The Board monitors the activities of the Investment Committee and its investments proposals.
Amanda Capital Plc operates in such a manner that it retains the freedom to decide which target investments to buy and sell. The company tries to avoid situations in which it is the principal shareholder in a target investment. The company exercises its rights of ownership by participating in general meetings of shareholders, unit holder meetings, and other investor events organized by the investment objects.
Due to the small size of the company and the transparency of its operations, the Board of Directors has decided that there is no need for separate internal audit. The CEO is responsible for the tasks of the internal audit function. The CEO may assign external evaluators to carry out audits on areas that the CEO deems necessary.
The monthly financial reports of the Amanda Group are produced through the financial reporting process. The aim of the process is to produce up-to-date financial information and make sure that decision-making is based on reliable information. The Group’s financial management presents Amanda’s Board with a budget estimate each quarter. Amanda’s Board monitors that the financial reporting process produces financial information of a high quality.
Register of contracts
The company maintains a register of contracts, which contains a brief summary of the contents of significant contracts.
The company’s internal audit has not been organized separately.
Insiders
Amanda Capital Plc complies with the Guidelines for Insiders issued by Helsinki Stock Exchange on 1 January 2006.
The company maintains an insider register on statutory insiders and company-specific insiders. The statutory insider register, which is public, includes the members of the company’s Board of Directors, the CEO and the auditor with main responsibility. The company-specific insider register comprises the entire personnel of the company. The insider register is maintained by the Finnish Central Securities Depository Ltd (APK).
The company maintains an insider register on statutory insiders and company-specific insiders. The statutory insider register, which is public, includes the members of the company’s Board of Directors, the CEO and the auditor with main responsibility. The company-specific insider register comprises the entire personnel of the company. The insider register is maintained by the Finnish Central Securities Depository Ltd (APK).
Prohibition of short-term trading
Those who are regarded as Amanda Capital Plc’s insiders or those whose interests they protect (persons under guardianship) or corporations they control are not be permitted to trade in Amanda Capital Plc’s shares on a short-term basis. Investments are regarded as short-term investments when the period between the purchase and transfer or the transfer and purchase of the security is less than one (1) month.
Closed window
Company insiders may not trade in securities issued by the company for 14 days prior to the publication of the company’s interim report and financial statements bulletin. It is recommended that insiders schedule their trading, as far as possible, to periods during which the market has as complete information as possible on issues influencing the value of the share.
The restriction on trading is applied to the company’s permanent insiders, those under their guardianship and the organizations they control, as referred to in Chapter 1, section 5 of the Securities Markets Act. The restriction on trading does not apply to auditors, nor corporations in which insiders exercise significant influence.
It is contrary to good practice and forbidden to circumvent the trading restriction by trading in shares on one’s own behalf in the name of a related party or through other intermediaries, such as organizations in which the insider exercises significant influence.
The restriction on trading is applied to the company’s permanent insiders, those under their guardianship and the organizations they control, as referred to in Chapter 1, section 5 of the Securities Markets Act. The restriction on trading does not apply to auditors, nor corporations in which insiders exercise significant influence.
It is contrary to good practice and forbidden to circumvent the trading restriction by trading in shares on one’s own behalf in the name of a related party or through other intermediaries, such as organizations in which the insider exercises significant influence.
Register on project-specific insiders
The company uses a register on project-specific insiders in issues or arrangements that deviate from the company’s regular business activities due to their nature or size. The company evaluates on a case by case basis whether an issue or arrangement under preparation is to be deemed a project. The purpose of the project-specific register is to clarify the moment at which a person is to be regarded as an insider and to make the processing of insider information more efficient.
Management of insider issues
Amanda Capital Plc has informed its permanent insiders of the company’s Guidelines for Insiders. The company has a designated person in charge of insider issues, who carries out tasks related to the management of insider issues. The company checks the information to be declared with the permanent insiders annually. In addition, the company checks at least once a year the trading of the permanent insiders based on the register information of the Finnish Central Securities Depository Ltd.
Audit
The proposal for the election of an auditor prepared by the Board of Directors of the company will be disclosed in the notice of the General Meeting. If the Board has not arrived at a decision on the prospective auditor by the time the notice is sent, the candidacy will be disclosed separately.
The auditor of Amanda Capital Ltd is Ernst & Young Oy, Authorized Public Accountant. The responsible auditor is Kunto Pekkala, APA.
Auditors’ fees
The independent auditors have been paid the following amounts for the services related to the audit of the financial statements 2009 and for other services:
Fees for the audit and closely related fees 48 019 euros (2008: 56 364 euros)
Other services 2 281 euros (2008: 16 836 euros)
Disclosure of information
The major issues concerning Amanda Capital Plc’s administration are disclosed on company’s website (www.amandacapital.fi). The stock exchange releases are available on the company website immediately after their publication.
