Corporate Governance Statement
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1 FISKARS CORPORATION CORPOraTE GOVERNANCE STATEMENT orporate governance at Fiskars remuneration. The Meeting authorized matters come within the responsibilities Corporation is based on the Com- the Board to acquire Fiskars shares and of the General Meeting of Shareholders. pany’s Articles of Association, decide on conveying them in accordance The Board shall appoint the CEO and Finland’s Companies Act, and the with separately agreed conditions. confirm the terms of his employment and C rules and regulations concerning listed other compensation. The Board is also companies of NASDAQ OMX Helsinki Ltd. Extraordinary General responsible for appointing the members Fiskars also complies with the Finnish Meeting 2009 of the Corporate Management Team, Corporate Governance Code approved by Fiskars Corporation held an Extraordinary other senior managers, and the internal the Securities Market Association, which General Meeting on June 5, 2009, which audit manager, approving their terms of came into force on January 1, 2009 and approved a proposal by the Board of employment and other compensation, and can be consulted at www.cgfinland.fi. Directors concerning the combination of deciding the principles for the Group’s Ultimate decision-making power is vest- series A and series K shares, a directed compensation systems and other long- ed by Fiskars Corporation’s shareholders free share issue to the holders of series K term personnel issues. The Board also at the General Meeting of Shareholders. shares, and the amendments to the articles considers matters related to the appoint- Fiskars’ Board of Directors is responsible of association as well as the merger plan ment of the members of the Boards of for the management and proper arrange- between the Company and Agrofin Oy Ab. Directors of subsidiaries. The Board is also ment of the operations of the Company. The meeting also decided to authorize the responsible for appointing Board Commit- The Managing Director is responsible Board to acquire Company shares and tees and their members. These Commit- for the day-to-day management of the decide on conveying them in accordance tees are responsible for preparing matters Company under the instructions and with separately agreed conditions. within their specific area of competence to orders of the Board of Directors. be put before the Board. The Board shall BOard OF DirECTOrs evaluate its work and cooperation with GENEral MEETING Under the Articles of Association, the management on a regular basis. An Annual General Meeting of Sharehold- Board of Directors shall consist of a ers shall be held annually before the end minimum of five and a maximum of nine Board of Directors in 2009 of June, either in Raasepori or Helsinki. members. The terms of office of all mem- The Annual General Meeting held on The Annual General Meeting decides on bers will run from their election to the end March 16, 2009 appointed nine members. matters stipulated in the Companies Act of the following Annual General Meeting. Mr. Kaj-Gustaf Bergh was appointed and the Articles of Association, such as The Board is responsible for electing Chairman of the Board and Mr. Alexander the approval of the financial statements, a Chairman from among its members. Ehrnrooth and Mr. Paul Ehrnrooth as the distribution of profits, discharging the Vice Chairmen. The other members of the members of the Board of Directors and Responsibilities and Charter Board are Mr. Ralf Böer, Ms. Ilona Ervasti- the CEO from liability, and the election of the Board Vaintola, Mr. Gustaf Gripenberg, Mr. Karl of the members of the Board of Directors Fiskars' Board of Directors is responsible Grotenfelt, Mr. Karsten Slotte, and and the Company’s Auditors and their for managing the Company in accor- Mr. Jukka Suominen. None of the mem- remuneration. dance with the law, official regulations, bers are employed by the Company. Under the Articles of Association, a no- the Articles of Association, and decisions Details of the current Board of Directors tice convening an Annual General Meeting taken by the Annual General Meeting of are presented as part of this statement must be published in at least three general Shareholders. on Page 5. newspapers selected by the Board of Under the Charter approved by the The Board of Directors convened 16 Directors. Fiskars also publishes invita- Board of Directors, the Board is respon- times during 2009. The average atten- tions on its website. sible for the management and appropriate dance at Board meetings was 90%. arrangement of the Company’s operations No members of the Board have any Annual General Meeting 2009 and for confirming the Company’s busi- affiliations with the Company. Mr. Kaj- Fiskars held its Annual General Meeting ness strategy and budget. In addition, the Gustaf Bergh, Mr. Ralf Böer, Ms. Ilona for 2009 on March 16, 2009. The Meet- Board oversees the solidity, profitability, Ervasti- Vaintola, Mr. Gustaf Gripenberg, ing approved the financial statements, and liquidity of the Company, as well as Mr. Karl Grotenfelt, Mr. Karsten Slotte, discharged the members of the Board and Company management. The Board is re- and Mr. Jukka Suominen are also inde- the CEO from liability, and decided the sponsible for approving the risk manage- pendent of shareholders. dividend to be paid for 2008. The Meeting ment principles followed by the Company, also decided the remuneration to be paid drafting financial statements, confirming BOard COmmiTTEES to the Board and elected the members financial policy, and deciding on measures The Board of Directors appointed three to sit until the end of the Annual General that are exceptional or far-reaching, taking committees in 2009: an Audit Committee, Meeting in 2010. The Company’s Auditors the scope and nature of the Company’s a Compensation Committee, and a Nomi- were also decided, together with their operations into account, unless these nation Committee. 2 FISKARS CORPORATION 1. The Audit Committee is responsible the Company’s Articles of Association, Audit Committee meeting. In addition, for monitoring the reporting process legislation, official regulations, and the all members are reimbursed for their used for the Company’s financial state- instructions and orders of the Board. travel and other expenses incurred as ments, supervising the financial reporting The CEO is also responsible for ensuring a result of their activities on behalf of process, monitoring the efficacy of the that the Company’s accounting is in ac- the Company. Company’s internal controls, internal audit- cordance with legal requirements and In addition to his basic salary, the ing, and risk management, reviewing the that assets are managed reliably. The CEO is paid an annual bonus designed description of the main features of the in- CEO is assisted in these duties by the to provide a target bonus equivalent ternal controls and risk management asso- Corporate Management Team. to 60% of his annual salary. The bonus ciated with the financial reporting process The current President & CEO is paid is determined in accordance with provided by the Company’s administration Mr. Kari Kauniskangas. The Company the financial targets set by the Board and control system, monitoring the statu- does not have an Executive Vice Presi- of Directors. The CEO is also included tory auditing of the Company’s financial dent responsible for acting as the CEO’s in a long-term incentive scheme, which statements and consolidated financial deputy. Details of the CEO are presented corresponds to the annual bonus in size. statements, evaluating the independence as part of this statement on Page 6. The earning criteria for this are based on of the Company’s statutory Auditors and financial targets and change in the value the additional services provided by the OTHER EXEcuTivES of the Company’s share. The CEO and latter, and drafting the proposal covering Corporate Management Team the Company shall have a notice period the selection of the Company’s Auditors The management team of Fiskars Corpora- of six months. Remuneration on dismissal to the Nomination Committee. tion consists of the managers responsible by the Company shall be 12 months’ The Chairman is Mr. Gustaf Gripen- for corporate and Group-wide functions. basic salary, together with salary for the berg, and the members are Mr. Alexander Under the leadership of the CEO, the six-month notice period. The Managing Ehrnrooth, Mr. Paul Ehrnrooth, Ms. Ilona Corporate Management Team prepares Director’s agreement shall end when the Ervasti-Vaintola, and Mr. Karsten Slotte. proposals for the Board and discusses CEO reaches the age of 60. In addition to The Audit Committee convened 4 times the Group’s strategy, and issues related his statutory pension, he is provided with in 2009 and the members attended all to Group-wide and corporate functions a voluntary supplementary contribution- meetings. and their development. The Corporate based pension, similar to the one of the 2. The Compensation Committee is Management Team’s duties also include Corporate Management Team, under responsible for preparing matters related stakeholder relations. which the Company pays 20% of his to the appointment and remuneration of The details of the members of the Cor- annual salary. the President & CEO and Group directors porate Management Team are presented The salary, benefits, and bonuses of as well as issues related to the Company’s as part of this statement on Page 6. CEO Kari Kauniskangas in 2009 totaled remuneration system. €468,681.87. The Chairman is Mr. Kaj-Gustaf Bergh, Business Area Management The members of the Corporate Manage- and the members are Mr. Ralf Böer, The Presidents of Fiskars’ business areas ment Team have an annual bonus scheme, Mr. Karl Grotenfelt, and Mr. Jukka Suomi- are responsible for the development of which is designed to generate a bonus nen. The Compensation Committee con- their business areas and for ensuring that equivalent to 20–40% of their annual vened 4 times in 2009 and the members their businesses comply with the require- salary.