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Componenta Corporation Corporate Governance Statement 2019 Componenta Corporation Corporate Governance Statement 2019

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Componenta Corporation Corporate Governance Statement 2019 Componenta Corporation Corporate Governance Statement 2019 Componenta Corporation Corporate Governance Statement 2019 Componenta Corporation Corporate Governance Statement 2019 The parent company of Componenta Group is Governance Code 2020 and is published as separate Componenta Corporation (“Componenta” or the report at www.componenta.com. “Company”), a public company registered in Finland whose shares are listed on the Helsinki Stock Componenta Corporation’s Board of Directors has Exchange. The parent company and its subsidiaries reviewed this statement. The statement will not form Componenta Group. be updated during the financial period but up-to- date information on its sections is available on The administration and management of Compo- Componenta’s website: www.componenta.com/ nenta are based on European Union’s and Finnish investors/corporate-governance. legislation, the parent company Componenta Cor- poration’s Articles of Association, the guidelines and GOVERNING BODIES OF COMPONENTA rules of the Finnish Financial Supervisory Authority and the rules of Nasdaq Helsinki Ltd. The administra- Supreme authority at Componenta is exercised by the tion and management are guided by Componenta’s shareholders at the General Meeting of Shareholders. values, operating principles, policies as well as a sus- tainable way of working. The company is managed by the Board of Directors and the President and CEO. Componenta complies with the Corporate Govern- ance Code for Finnish listed companies, which is At the Group level, the President and CEO is responsible available at www.cgfinland.fi. The Componenta Cor- for operations. The Group’s Corporate Executive Team porate Governance Statement 2019 has been pre- assists and supports the President and CEO in carrying pared in accordance with the Finnish Corporate out his or her duties. Governing bodies GENERAL MEETING OF SHAREHOLDERS Shareholders’ Nomination Board Audit President and CEO Internal audit *) Board of Directors Corporate Executive Team (CET) Corporate Governance Statement 2019 2 corporate- governance/general-meeting. In addi- General meeting tion, an Extraordinary General Meeting was held on 1 Componenta’s supreme decision-making body is the July 2019, where 19.4% of the company’s shares and General Meeting. Shareholders exercise their deci- votes were represented. sion by making rights at the General Meeting, where shareholders have the right to speak, ask questions Board of Directors and vote. The Annual General Meeting of Componenta must be held within six months of the end of the Composition financial period. The Annual General Meeting elects Componenta’s The General Meeting decides on matters that come Board of Directors every year, which according to the under its authority as defined in the Companies Act Company’s Articles of Association has 3-7 members. and the company’s Articles of Association. These The term of office of the Board continues until the include approval of the financial statements, deciding close of the following Annual General Meeting. The on the use of the profit shown in the balance sheet, Board elects from its members a Chairman and Vice and election of Board members and auditor. Chairman. The Shareholders’ Nomination Board pre- pares the proposals for the Annual General Meeting Every Componenta shareholder is entitled to attend concerning the composition of the Board of Directors. the General Meeting. One share carries one vote at a General Meeting. The diversity of the future Board is taken into account when proposing and electing Board members, ensur- An Extraordinary General Meeting must be held if ing, for example, that both men and women are rep- shareholders representing a minimum of 10% of the resented and that the expertise and experience of shares demand it in writing to process a specific mat- Board members correspond to the needs of the ter. company. As a rule, the General Meeting of Shareholders pro- The majority of the Board members must be inde- cesses matters proposed by the Board of Directors pendent of the Company. In addition, at least two to the General Meeting. A shareholder is entitled to of the members belonging to this majority must be have a matter included in the agenda of the meeting independent of major shareholders in the Company. if, according to the Limited Liability Companies Act, Independence is evaluated in accordance with Rec- it falls within the competence of the Annual General ommendation 10 of the Corporate Governance Code Meeting, provided that the shareholder requests this for Finnish listed companies. from the Board in writing early enough for the mat- ter to be included in the notice of the meeting. In order The Annual General Meeting decides on the remuner- to have a matter included in the agenda of a Gen- ation paid to the Board. eral Meeting, the shareholder must submit a request with justifications or decision proposals in writing to Operations of the Board of Directors Componenta Corporation, Teknobulevardi 7, FI-01530 Vantaa, Finland. The company will publish the date by The Board of Directors draws up written Rules of Pro- which shareholders must submit their requests on its cedure for itself. The main tasks and duties of the website by the end of the financial year preceding the Board of Directors are to: General Meeting of Shareholders. ● oversee the management and business operations of Componenta and make major decisions relating In 2019, the Annual General Meeting was held on to the strategy, capital expenditure, organization, 16 May 2019. At the Annual General Meeting, some corporate transactions and financing, 14.2% of the company’s shares and votes were ● appoint the President and CEO and the members of r­­epresented. The minutes of the Annual General the Group’s Corporate Executive Team, and approve Meeting is available on the company website: the organizational structure and the principles for www.componenta.com/investors/ incentive schemes, Corporate Governance Statement 2019 3 ● ensure that the Company’s accounting, supervision Vice Chairman. Componenta’s General Counsel serves of financial management and risk management have as secretary to the Board meetings. been arranged appropriately, ● approve the key operating principles and values, and The Board of Directors evaluates its own performance confirm the annual business plans and budgets, annually under the leadership of the Chairman. The ● make proposals to the General Meetings and con- Board also reviews the principles of corporate govern- vene the meetings, ance annually and amends it when required. ● to inspect and monitor the quality and correctness of annual reports, financial statements releases, half- Board members year reports and business reviews, ● to monitor the financial position of the company and On 16 May 2019, the Annual General Meeting elected the sufficiency of its financing, the following four members to Componenta’s Board of ● to inspect the external audit plan, to approve the Directors: Anne Leskelä, Asko Nevala, Harri Pynnä and budget for the external audit and new assignments Petteri Walldén. exceeding the separately set limits, and ● to monitor and assess transactions of related parties. At its organizational meeting held after the Annual General Meeting, the Board of Directors elected Pet- The Board is responsible for the duties of Audit Com- teri Walldén as the Chairman of the Board and Anne mittee. As part of these duties, the Board Leskelä as the Vice Chairman of the Board. ● monitors and assesses the financial reporting sys- tem, The Extraordinary General Meeting held on 1 July 2019 ● monitors the effectiveness of internal control, inter- decided to increase the number of members of the nal audit and risk management systems, Board of Directors from four to five. Harri Suutari was ● assesses the independence of the auditor and, par- elected as a new member of the Board. The decision ticularly, the non-audit services offered by the audi- of the Extraordinary General Meeting was conditional, tor, to be valid if the acquisition of Komas Oy (now Compo- ● monitors the company’s audit, nenta Manufacturing Oy) would be completed: at the ● prepares the election of the company’s auditor, completion of the acquisition, Harri Suutari, who was ● processes the company’s statement of corporate then the President and CEO of Componenta would take governance and statement of non-financial informa- up Board membership, and the CEO of Komas Oy (now tion. Componenta Manufacturing Oy), Marko Penttinen, would become the President and CEO of Componenta. The Board meets when it is convened by the Chairman or, in their absence, by the Vice Chairman. The Board Harri Suutari took up Board membership on 30 August forms a quorum when more than half of the members 2019 when the acquisition of Komas Oy (now Compo- are present, and one of these must be the Chairman or nenta Manufacturing Oy) was completed. Harri Suutari Componenta’s Board of Directors as of 31 December 2019 Year of birth Education Main occupation Board member Shareholding 31 since December 2019 Harri Suutari, 1959 Bachelor of Board professional 2019 2,499,000 Chairman Engineering (2012-2015) Anne Leskelä 1962 M.Sc. (Econ.) Board professional 2017 - Asko Nevala 1958 M.Sc. (Tech.) CEO, Alteams Group 2018 - Harri Pynnä 1956 LL.M. Master of Laws, 2019 - Trained on the bench Petteri Walldén 1948 M.Sc. (Tech.) Master of Science in Technology 2017 - Additional information on the members of the Board of Directors, their independence and shareholding in page 12. Corporate Governance Statement 2019 4 was elected Chairman of the Board in the Board meet- appoint one member to the board. In addition to these, ing held on 2 September 2019, and Anne Leskelä, Asko the chairman of the Company’s Board of Directors Nevala, Harri Pynnä and Petteri Walldén continued as serves as an expert member of the board. members of the Board of Directors. The members of the Nomination Board elect one of Out of the members of the Board, Anne Leskelä, Asko the members to be chairman of the board.
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