ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE Nov 2,2001 at 9:15 1(4)
ASPOCOMP GROUP’S CORPORATE GOVERNANCE AND BOARD COMMITTEES
The Board of Directors of Aspocomp Group Oyj has prepared the
attached Corporate Governance principles that it believes to enhance
the equal treatment of the shareholders.
The Board of Directors of Aspocomp Group Oyj has also nominated from
among its Members the following three Committees:
The members of the Compensation Committee are the Chairman of the
Board Jorma Eloranta and the Vice-Chairman Karl Van Horn.
The members of the Auditing Committee are Gustav Nyberg and Karl Van
The members of the Nomination Committee are Jorma Eloranta and Aimo
Vantaa, November 2, 2001
The Board of Directors
For further information, please contact President and CEO Jarmo Niemi
at +358 9 759 70711.
ASPOCOMP GROUP Oyj
President and CEO
Press and Media
Aspocomp Group Corporate Governance
These principles represent the view of the Board of Directors of
Aspocomp Group Oyj as to proper Corporate Governance. By following
these principles the Board of Directors believes that shareholder
value will be enhanced. These principles ensure that shareholder
rights are protected and that all shareholders are treated equally.
These principles also ensure that the strategic guidance of the
company, effective supervision of the management by the Board of
Directors and the accountability of the Board of Directors to the
company and the shareholders are in control.
2. GROUP STRUCTURE
The ultimate parent of the Group is Aspocomp Group Oyj and its
statutory bodies are the Annual General Meeting of Shareholders
(AGM), the Board of Directors (Board) and the President and Chief
Executive Officer (CEO) and his/her Deputy.
To clarify the modes of operation in the securities markets as a
listed company the Board of Directors of Aspocomp Group Oyj has
decided to comply with the Guidelines for Insiders prepared by the
Helsinki Exchanges, the Central Chamber of Commerce and the
Confederation of Finnish Industry and Employers. In addition to the
statutory insiders the following persons are permanent insiders of
Aspocomp Group Oyj according to company-specific applications of the
Guidelines for Insiders:
– Members of the Executive Committee
– Secretary of the Board of Directors
– Managing Directors of the subsidiaries
– Personnel of Aspocomp Group Oyj
3. THE RESPONSIBILITIES AND DUTIES OF THE AGM
The AGM is the highest decision making body of the Group and it
convenes once a year. Issues decided at the AGM are in accordance
with the Finnish Companies Act, if not stated otherwise in the
Articles of Association of Aspocomp Group Oyj (available at
Among the above-mentioned issues are:
– amendments to the Articles of Association
– approval of the financial statements
– dividend distribution
– election of the Board Members
– election of the Auditors
– remuneration of the Board Members and the Auditors
An extraordinary General Meeting of Shareholders shall be held when
considered necessary by the Board of Directors or when so required in
accordance with the Finnish Companies Act.
4. THE RESPONSIBILITIES AND DUTIES OF THE BOARD
The Board acts within the powers and responsibilities defined in the
Finnish Companies Act and in other applicable legislation, as well as
in the Aspocomp Articles of Association
The Board has the primary duty to exercise its fiduciary
responsibility in the best interests of the Group and its
shareholders by building long-term shareholder value. Where Board’s
decisions may affect different shareholders differently, the Board
should treat all shareholders fairly.
The AGM decides the number of the Board Members and elects new
Members to replace those, whose term is expiring and, if necessary,
other Board Members. The Members are elected for a term of two years.
The Board consists of no less than four and no more than eight
The main duties of the Board include:
– approving the Group business strategies
– evaluating and approving business plans and monitoring their
implementation and taking corrective measures, if needed
– approving of the 12 months’ rolling total amount of capital
investments and deciding on major investments, acquisitions and the
disposal of assets
– deciding on the dividend policy and preparing a dividend
distribution proposal for the AGM
– monitoring and managing potential conflicts of interests between
the management, the Board Members and the shareholders, including
misuse of corporate assets and abuse of related transactions
– confirming the Group organizational structure
– appointing and dismissing the Chairman of the Board and his/her
– appointing and dismissing the CEO and his/her Deputy
– establishing performance criteria and compensation package for the
CEO and regularly reviewing the CEO’s performance against the above-
– approving and maintaining the CEO’s succession plan
– establishing performance criteria for the Board itself and
periodically reviewing its performance against those criteria
– setting the guidelines for accounting principles and risk
management as well as for internal control
– appointing the Board Committees
After the AGM, the Board decides the number of its annual meetings.
Typically, four meetings are reserved for the preparation and
handling of the interim reports, as well as the annual reports. At
the other meetings the Board exercises its role as a value creator by
setting the Group’s objectives and strategy.
4.1 Board Committees
– prepares and presents the remuneration principles and incentive
systems for the CEO and his/her Deputy prior to their submission to
– approves salaries and other benefits for the Executive Committee
(ExeCom) members based on the CEO’s proposal
– reviews and monitors the accounting policies, financial statements,
financial reporting processes, all aspects of risk management and the
findings of the auditors
– monitors internal control structure and legal and other statutory
obligations of the Group
– prepares proposals for the Board, which in turn forwards them to
the AGM in order to handle issues concerning the Board Members
lists the skill set that it seeks for executive candidates and
informs the shareholders about it. At minimum, the core competencies
should address: knowledge related to accounting or finance,
international markets knowledge, business or management experience,
industry knowledge, client experience or perspective, crisis response
or leadership of strategic planning and English language skills
THE RESPONSIBILITIES AND DUTIES OF THE CEO AND THE EXECUTIVE
The CEO is responsible for the management and control of the Group’s
business in accordance with the instructions and decisions of the
Board. The members of the ExeCom are appointed by the Board on the
basis of the proposals of the CEO. The ExeCom supports the CEO in
his/her work. The members of the ExeCom are responsible for
organizing and supervising the management of the Group in practice.
In the event of the CEO being temporarily indisposed, the Deputy
holds his/her authority on significant issues. The CEO acts as a
Chairman of the ExeCom. The ExeCom meets on a monthly basis.
5.1 Control Systems
The Board has the ultimate responsibility for the accounting and
internal control of the Group. The CEO is responsible for organizing
the accounting and control systems in practice.
Aspocomp Group Oyj and its subsidiaries are separate legal entities
in different countries. The bookkeeping of the separate companies and
their tax-related issues are taken care of consistently in accordance
with the legislation and other rules prevailing in the home countries
of these companies.
The CEO and the members of the ExeCom are responsible for ensuring
that the day-to-day operations are carried out in compliance with the
law, the Management System of the Group and the decisions of the
The financial management reporting of the Group is based on the
financial statements of the Group companies.
The accounts of each Group company, both wholly owned subsidiaries
and subsidiaries with a minority, are subject to an annual external
audit. Each subsidiary has its own auditor appointed by its
respective AGM. All reports and other information issued by the
auditors are shared with the Auditors of the parent company. Each
Joint Venture Company has its own auditor appointed by its respective
AGM. The auditors of the Joint Venture Companies will co-operate with
the Group Auditors.
Every year the Auditor in charge of the auditing of the parent
company and the Group management prepare jointly an auditing program
for all Group companies.
The Auditors issue an Auditors’ Report to the shareholders on the
annual financial statements of each of the Group companies and the
whole Group, as required by the law. In addition, they report their
findings to the CEO and the Board at least twice a year. The Board
and the Auditors meet at least once a year without the presence of
the CEO or other management.
The above principles include the recommendation of the Helsinki Stock
Exchange to comply with the corporate governance guidelines prepared
by the Finnish Central Chamber of Commerce and the Confederation of
Finnish Industry and Employers in 1997.