Corporate Governance

General
Ixonos’ management and supervision procedure is based on the Companies Act, the Securities Markets Act and the company’s own Articles of Association and internal operating instructions. 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. Ixonos aims to increase the company’s shareholder value in compliance with legislation and its social responsibilities.


Recommendation
Ixonos complies with the corporate governance recommendation issued on 1 July 2004 by HEX Integrated Markets Ltd, the Central Chamber of Commerce and the Confederation of Finnish Industry and Employers.


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.


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
The top management is responsible for internal audit of the company’s operations. The Board appoints three of its members to work on an auditing committee in charge of internal audits of corporate economy and financial information. The Board appoints at least two independent members from among itself to the staff committee to monitor the performance of the company’s staff policy and reward system.


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)

 

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