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Corporate Governance

General
Ixonos Plc's corporate governance is based on Finland's Limited Liability Companies Act (624/2006) and Securities Markets Act (495/1989), as well as on the company's Articles of Association and its internal operating procedures.

The company's administration also complies with the rules and regulations of NASDAQ OMX Helsinki Ltd, as well as with such recommendations in the Finnish Corporate Governance Code, published on 20 October 2008 by the Securities Market Association, as came into effect on 1 January 2009.

Read instructions about the Finnish Corporate Governance Code. View more information also on Securities Market Association website.

» Ixonos Plc's Corporate Governance Statement

Corporate management and supervision are divided between the shareholders’ meeting, the Board of Directors, and the President and CEO. The top management are responsible for internal auditing and the auditors for external audits. The CEO is in charge of the operative management. 

Corporate management and supervision are divided between the shareholders’ meeting, the Board of Directors, and the President and CEO. The company's top management is responsible for internal control. The auditors are responsible for external auditing. The President and CEO, assisted by the Management Team, is in charge of operations.

Ixonos aims to increase the company’s shareholder value in compliance with legislation and its social responsibilities.

Shareholders’ meeting
Ixonos' highest decision-making organ is the general meeting of shareholders, at which the shareholders exercise their voting power in company matters under the provisions of the Companies Act and the Articles of Association.

The Annual General Meeting is held each year within six months of the end of the financial period. It elects the members of the Board and the auditors, and decides on issues such as distribution of profit, adoption of the financial statements and discharge from liability.

The notice of the General Meeting shall be delivered to the shareholders by an advertisement to be published in a national daily newspaper, chosen by the Board of Directors, in Finland. The notice shall be published no earlier than 3 months and no later than 21 days before the General Meeting. The notice is delivered in an advertisement published in a national daily newspaper selected by the Board of Directors. To participate in the General Meeting, the shareholder must give advance notice of participation to the company no later than the date prescribed by the Board of Directors and mentioned in the notice of the General Meeting. This date must not be earlier than 10 days before the meeting.

Extraordinary general meetings are convened if requested in writing by the Board, an auditor or shareholders exercising more than one tenth of the company shares.

Board of Directors
The Board represents all shareholders in corporate governance. It is responsible for the company’s management and the proper arrangement of its operations. It decides on the company’s mission, vision and central goals, and the strategies formulated to promote them. Further, the Board decides on the budgets and operational plans drawn up to implement the strategy, management and personnel reward systems, corporate and business acquisitions and other issues with extensive reverberations for the company. The Board decides on company organization on the basis of proposals made by the President and CEO.

In accordance with the Articles of Association, Ixonos' Board comprises at least five and at most nine members elected by the shareholders’ meeting. The Board elects from among its members an auditing committee and a staff committee to prepare Board decisions and monitor the company’s internal audit. In addition, the Board elects from among its members a nomination committee that prepares the nomination of future Board members for the Annual General Meeting.

The Annual General Meeting makes decisions on remuneration and option rights granted to Board members.

President and CEO
The President and CEO is responsible for corporate business operations and day-to-day management in accordance with the Companies Act and instructions from the Board. The President and CEO is the chairman of the Management Team but not a member of the Board.

The Board appoints the President and CEO and decides on his salary and other benefits. The main terms and conditions of the President and CEO’s contract must be agreed on in writing.

Management Team
The Management Team’s function is to assist the President and CEO in the day-to-day management of business operations. The President and CEO chooses the members of the Management Team and the Board appoints them.

Staff Representation
The staff is represented in the Management Team by one employee, which the staff elects from among its members. If the election to appoint a staff representative has not been held, the shop steward represents the staff until the election. The staff representative has the same rights as the other members of the Management Team. However, in the Management Team the staff representative may not participate in appointing or discharging managers, or in deciding the terms and conditions of managers’ contracts, employment contracts or industrial actions.

Internal audit
As part of internal control, the Audit Committee of the Board of Directors is responsible for coordinating the company's internal auditing. Internal control is the responsibility of the Group's financial administration, which performs internal control in addition to its regular duties. Control work is carried out by the CFO and by the company's controller function. In individual control cases where it is necessary, the financial management may use assistance external to the Group. Internal control findings are reported to the financial management, which reports them to the Audit Committee. An internal control plan is developed annually, in tandem with the company's auditors.

External audit
The shareholders’ meeting appoints an auditor who is responsible for external auditing. The auditor has to be an accounting firm authorised by The Central Chamber of Commerce. The shareholders’ meeting decides on the auditor’s remuneration.

Communication
The company’s information policy complies with the law and the requirements of the OMX Nordic Exchange Helsinki.

Insider regulations
The company adopted its own insider regulations on June 11, 2002. Under the regulations insiders are allowed to trade company shares two weeks after the issuance of yearly financial statement or an interim report. The company has an ordinary register of insiders comprising the members of the Board, the auditor and administrative personnel dealing with insider information. Apart from this, the Board and the President and CEO may list various people in a project-specific insider register, for which rules and expiry periods are determined separately case by case.

» Articles of Association (approved by the extraordinary General Meeting on 25 January 2007)