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Statement on the Corporate Governance and Steering System

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Statement on the Corporate Governance and Steering System Statement on the Corporate Governance and Steering System Finnvera improves and diversifies financing opportunities available for Finnish enterprises by offering loans, guarantees and export credit financing. As a State-owned company, Finnvera supplements the financial markets and with its operations, promotes the development of enterprises, areas, and exports. FINNVERA.FI Finnvera’s Financial Review 2017 2 Statement on the Corporate Governance and Steering System Finnvera’s Financial Review 2017 Statement on the Corporate Governance and Steering System Contents Statement on the Corporate Governance and Steering System ............ 3 Acts and rules governing the operations .................................................... 3 The goals of good corporate governance ................................................... 4 Ownership and ownership policy ................................................................ 4 Governing bodies of Finnvera ....................................................................... 5 General Meeting of Shareholders .................................................... 5 Supervisory Board ............................................................................. 5 Board of Directors .............................................................................. 6 Inspection Committee of the Board of Directors ........................... 8 Remuneration Committee of the Board of Directors ..................... 8 Chief Executive Officer, Management Group and Corporate Management Team .......................................................... 9 Salaries and fees .............................................................. ............................... 9 Operating principles for internal control ..................................................... 10 Risk management ............................................................................................ 11 Controlling the financial reporting process ................................................. 11 Compliance function ........................................................................................ 12 The State’s responsibility for Finnvera’s commitments ........................... 12 Funding .............................................................................................................. 12 Communications ............................................................................................... 13 Internal auditing ............................................................................................... 13 External auditing ............................................................................................. 13 Finnvera’s Financial Review 2017 3 Statement on the Corporate Governance and Steering System Statement on the Corporate Governance and Steering System Finnvera’s Statement on the Corporate Governance and business of credit institutions states that the Directive Steering System has been drawn up in accordance with on credit institutions does not apply to Finnvera. In the Finnish Corporate Governance Code 2015 issued by consequence, Finnvera adheres to the recommendations the Securities Market Association, and with the provisions of the Financial Supervisory Authority, whenever of the Securities Markets Act. The Finnish Corporate applicable. Governance Code is publicly available on the website of the Securities Market Association, at www.cgfinland2.fi/en/. However, when presenting reports and financial information, Finnvera – as an issuer of bonds – is bound Finnvera is a specialised financing company owned 100 by the guidelines of the Financial Supervisory Authority per cent by the State of Finland. For this reason, Finnvera and the Securities Market Association, the Securities complies with the recommendations 1–4 of the Finnish Markets Act (746/2012), the stock exchange rules Corporate Governance Code whenever appropriate and (NASDAQ OMX Helsinki and London stock exchanges), applicable. and the decisions of the Ministry of Finance. Apart from the parent company, Finnvera plc, the Finn- Finnvera draws up the consolidated financial statements, vera Group comprises Finnish Export Credit Ltd, which the parent company’s financial statements, and the provides export credit financing and administers interest half-year reports in keeping with the International equalisation, and the subsidiaries ERDF-Seed Fund Ltd Financial Reporting Standards (IFRS). The notes to and Veraventure Ltd, engaged in venture capital invest- the consolidated financial statements and the parent ments. company’s financial statements also comply with Finnish accounting and corporate law. Finnvera’s Statement on the Corporate Governance and Steering System includes a description of the principal The financial statements of the Finnvera Group and the features of the internal control and risk management parent company as well as the Report of the Board of systems pertaining to the financial reporting process. Directors and the Annual Report are released in February, and the Half-Year Report for the period 1 January–30 The Inspection Committee of Finnvera’s Board of Direc- June in August. The Annual Report, including the tors has reviewed the statement, and Finnvera’s auditor, financial statements and the annual review, and the KPMG Oy Ab, has checked that the statement has been Half-Year Report are published in Finnish and English. issued and that its description of the principal features of the internal control and risk management systems The auditor’s task is, pursuant to the Auditing Act in pertaining to the financial reporting process is in agree- force, to audit the company’s financial statements, ment with the financial statements. accounting records and governance in accordance with good auditing practice, and to issue an auditor’s Acts and rules governing the operations report of the audit work conducted. In addition, it is the Finnvera’s operations are steered by the Limited Liability auditor’s responsibility to read the Report of the Board Companies Act (624/2006), the legislation on Finnvera, of Directors and the Annual Report and consider, among the obligations laid down in international treaties, and other things, whether this other information is materially the industrial and ownership policy goals determined by inconsistent with the financial statements. With respect the State. When performing public administrative tasks, to the Report of the Board of Directors, the auditor’s Finnvera complies with the Administrative Procedure Act. responsibility also includes considering whether the Report of the Board of Directors has been prepared in Directive 2006/48/EC of the European Parliament and accordance with the applicable laws and regulations. of the Council relating to the taking up and pursuit of the Finnvera’s Financial Review 2017 4 Statement on the Corporate Governance and Steering System Audit work encompasses the statutory auditing of for Finnvera’s employees so that they are prepared to subsidiaries belonging to the Finnvera Group. identify in advance what type of information on client enterprises is classified as insider information and to The goals of good corporate governance prevent its misuse. The Finnvera Group complies with good corporate governance, and the goal is to ensure transparency at Ownership and ownership policy all levels of the organisation. Finnvera plc is a specialised financing company owned 100 per cent by the State of Finland. Finnvera’s Board of Directors has approved the key poli- cies, principles and guidelines that steer the company’s The legislation on Finnvera defines the tasks whereby operations. Finnvera influences the development of enterprise and employment in Finland. The Ministry of Economic Affairs Finnvera’s operations are guided by the Code of Conduct and Employment supervises and monitors Finnvera’s ratified by the Board of Directors. The Code of Conduct operations. As the body responsible for the ownership brings together both the ethical principles and legal and industrial policy steering of Finnvera, the Innovations rules. The Code of Conduct includes both the general and Enterprise Financing Department (until 2017 the and the financing principles followed by Finnvera in its Enterprise and Innovation Department) of the ministry operations, the points of departure concerning the confi- sets industrial and ownership policy goals for the com- dentiality of our operations, and the principles applied to pany for a period of four years. Whenever necessary, the the work community. ministry revises these goals annually. The Code of Conduct is supplemented by Finnvera’s On the basis of the industrial policy goals confirmed by ethical guidelines that consist of the principles of good the Ministry of Economic Affairs and Employment, an conduct, guidelines for ensuring impartiality in decision- assessment is made annually on how well Finnvera has making and in the preparation of matters, guidelines on succeeded, for instance, in correcting market failures in non-disclosure and exchange of information, and guide- corporate financing and in promoting enterprise, employ- lines on insider information. The Code of Conduct and ment, the growth and internationalisation of enterprises, the ethical guidelines apply to both Finnvera’s employees and exports. In 2017, Finnvera’s goals highlighted the and the members of the governing bodies. financing of start-up enterprises and the promotion of growth, internationalisation and exports. The principles of good conduct include guidelines
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