DOCSLIB.ORG

Componenta Corporation Corporate Governance Statement 2020 Componenta Corporation Corporate Governance Statement 2020

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Componenta Corporation Corporate Governance Statement 2020 Componenta Corporation Corporate Governance Statement 2020 Componenta Corporation Corporate Governance Statement 2020 Componenta Corporation Corporate Governance Statement 2020 The parent company of the Componenta Group is be updated during the financial period, but up-to- Componenta Corporation (“Componenta” or the date information on its sections is available on Com- “Company”), a public company registered in Fin- ponenta’s website: www.componenta.com/inves- land whose shares are listed on the Helsinki Stock tors/corporate-governance. Exchange. The parent company and its subsidiaries form Componenta Group. GOVERNING BODIES OF COMPONENTA The Componenta Corporate Governance Statement 2020 has been prepared in accordance with the Supreme authority at Componenta is exercised by Finnish Corporate Governance Code 2020, published the shareholders at the General Meeting of Share- by the Securities Market Association, and is pub- holders. lished simultaneously with the report of the Board of Directors, but as a separate report on the company The company is managed by the Board of Directors website at www.componenta.com. Componenta and the President and CEO. complies with the Corporate Governance Code 2020 with no exceptions. The Corporate Governance Code At the Group level, the President and CEO is respon- is available at www.cgfinland.fi. sible for operations. The Group’s Corporate Executive Team assists and supports the President and CEO in The Board of Directors of Componenta Corporation carrying out his or her duties. has reviewed this statement. The statement will not Governing bodies General meeting Shareholders’ Nomination Board Audit President and CEO Internal audit *) Board of Directors Corporate Executive Team (CET) *) Componenta Group’s financial administration conducts an internal audit of Group companies in accordance with the annual plan by utilizing external specialists if neccessary. Corporate Governance Statement 2020 2 Meeting. The Board elects a Chairman and Vice Chair- General meeting man from its members. The Shareholders’ Nomi- Shareholders exercise their decision-making rights nation Board prepares the proposals for the Annual at the General Meeting, where they have the right General Meeting concerning the composition of the to speak, ask questions and vote. The Annual Gen- Board of Directors. The diversity of the future Board eral Meeting of Componenta must be held within six is taken into account when proposing and elect- months of the end of the financial period. ing Board members, ensuring, for example, that both men and women are represented and that the exper- The General Meeting decides on matters that come tise and experience of Board members correspond to under its authority as defined in the Companies Act the needs of the company. and the company’s Articles of Association. These include approval of the financial statements, deciding The majority of the Board members must be inde- on the use of the profit shown in the balance sheet, pendent of the Company. In addition, at least two and the election of Board members and auditor. of the members belonging to this majority must be independent of major shareholders in the Company. Every Componenta shareholder is entitled to attend Independence is evaluated in accordance with Rec- the General Meeting. One share carries one vote at a ommendation 10 of the Corporate Governance Code General Meeting. 2020. An Extraordinary General Meeting must be held if The Annual General Meeting decides on the remuner- shareholders representing a minimum of 10% of the ation paid to the Board. shares demand it in writing in order to process a spe- cific matter. Operations of the Board of Directors As a rule, the General Meeting of Shareholders pro- The Board of Directors draws up written Rules of Pro- cesses matters proposed by the Board of Directors cedure for itself. The main tasks and duties of the to the General Meeting. A shareholder is entitled to Board of Directors are to: have a matter included in the agenda of the meeting ● oversee the management and business operations if, according to the Limited Liability Companies Act, of Componenta and make major decisions relat- it falls within the competence of the Annual General ing to its strategy, capital expenditure, organization, Meeting, provided that the shareholder requests this corporate transactions and financing; from the Board in writing early enough for the mat- ● appoint the President and CEO and the mem- ter to be included in the notice of the meeting. In order bers of the Group’s Corporate Executive Team, and to have a matter included in the agenda of a Gen- approve the organizational structure; eral Meeting, the shareholder must submit a request ● ensure that the Company’s accounting, supervi- with justifications or decision proposals in writing to sion of financial management and risk manage- Componenta Corporation, Teknobulevardi 7, FI-01530 ment have been arranged appropriately; Vantaa, Finland. The company will publish the date by ● approve the key operating principles and values, which shareholders must submit their requests on its and confirm the annual business plans and budg- website by the end of the financial year preceding the ets; General Meeting of Shareholders. ● make proposals to the General Meetings and con- vene the meetings; Board of Directors ● inspect and monitor the quality and correctness of annual reports, six-month reports and business Composition reviews; ● monitor the financial position of the company and The Annual General Meeting elects the Board of the sufficiency of its financing; Directors of Componenta every year, which, accord- ● inspect the external audit plan, to approve the ing to the Company’s Articles of Association, has budget for the external audit and new assign- 3-7 members. The term of office of the Board con- ments exceeding the separately set limits; tinues until the close of the following Annual General Corporate Governance Statement 2020 3 ● process and approve the remuneration policy to The members of the Nomination Board elect one of be presented to the General Meeting, prepare the the members to be chairman of the board. The first remuneration report and decide on the principles meeting of the Nomination Board is convened by the for potential remuneration systems; chairman of the Company’s Board of Directors and, ● to monitor and assess transactions of related after that, the meetings are convened by the chairman parties, and of the board. The Nomination Board gives its proposal ● to monitor and ensure compliance. to the Company’s Board of Directors no later than the end of the January preceding the Annual General The Board is responsible for the duties of the Audit Meeting. The Nomination Board makes sure that the Committee. As part of these duties, the Board proposal is presented at the Annual General Meeting. ● monitors and assesses the financial reporting system, The Nomination Board has written rules of procedure, ● monitors the effectiveness of internal control, which state that its main tasks and duties are to internal audit and risk management systems, ● prepare and present the proposal to be made to ● assesses the independence of the auditor and, the AGM concerning the number of members on particularly, the non-audit services offered by the the Board of Directors; auditor, ● prepare and present the proposal to be made to ● monitors the company’s audit, the AGM concerning the members of the Board of ● prepares the election of the company’s auditor, Directors; and ● prepare and present the proposal to be made ● processes the report on the company’s admin- to the AGM concerning the remuneration of the istration and steering system and the report on members of the Board of Directors; and non-financial information to be issued. ● look for succession candidates for the members of the Board. The Board meets when it is convened by the Chairman or, in their absence, by the Vice Chair- Board diversity man. The Board forms a quorum when more than half of the members are present. Componenta’s When preparing its proposal for members of the General Counsel serves as secretary to the Board Board of Directors, the Nomination Board pays atten- meetings. tion to the Board diversity policy, available on the company’s website. According to the diversity pol- The Board of Directors evaluates its own perfor- icy, the persons proposed for the Board of Directors mance annually under the leadership of the Chair- shall possess wide-ranging expertise in the business man. The Board also reviews the principles of cor- operations of companies with international opera- porate governance annually and amends it when tions and the development of these. According to required. the diversity policy, it would be of great advantage to the work of the Board if a member of the Board had Shareholders’ Nomination Board experience of the company’s business sector or of a major customer segment. Componenta has a Shareholders’ Nomination Board which has the task each year of preparing and pre- When selecting the members of the Board the goal senting the proposals for members of the Board is that they represent both genders and that their of Directors and their remuneration to be made to know-how and experience of the different areas the following Annual General Meeting. The Nom- in business operations (including production, sales, ination Board is convened annually by asking the treasury and financial administration) complement three largest shareholders in the Company, as of each other and cover the key functions at industrial 31 August, to appoint one member to the board. In and listed companies. A further goal is to ensure con- addition to these, the chairman of the Company’s tinuity, so that at least some of the people elected Board of Directors serves as an expert member of to the Board possess experience of the company’s the board. business operations over a longer period. Corporate Governance Statement 2020 4 In its current assembly, the Board of Directors is suf- report to the Board of Directors, inter alia, on mat- ficiently compliant with the company’s diversity pol- ters including the Company’s financial situation, its icy.
Load more

Recommended publications
  • Sustainability Report 2008 Reporting Principles Componenta Group from CEO
    Sustainability Report 2008 COMPONENTA CORPORATION | SUSTAINABILITY REPORT 2008 www.componenta.com Reporting principles COMPONENTA GROUP From CEO .................................................................................................. 1 Componenta in brief ..............................................................................2 omponenta’s Sustainability Report covers economic, envi- COMPONENTA GROUP 5 Group strategy ..........................................................................................3 Cronmental and social responsibility. The report for 2008 is Componenta’s structure and operations .........................................4 Contact information the third sustainability report published by the Group. The first Componenta and sustainability ..........................................................5 sustainability report was published for 2006. Prior to that, Compo- Stakeholders ...............................................................................................6 The economic, environmental and social responsibility nenta has published three environmental reports in 2003–2005. Customers ...................................................................................................8 issues in this Sustainability Report are supplemented by the Sustainability Report 2008 combines information on the Research and development ................................................................10 Corporate Governance .......................................................................12 information
    [Show full text]
  • Environmental References
    Environmental References 1. ENVIRONMENTAL IMPACT ASSESSMENT AND LICENSING 2. ENVIRONMENTAL ECONOMICS 3. ENVIRONMENTAL AND SAFETY MANAGEMENT 4. CLIMATE CHANGE STRATEGIES 1. ENVIRONMENTAL IMPACT ASSESSMENT AND LICENSING CUSTOMER PROJECT YEAR Katternö, Finland Environmental Impact Assessment of a 280 000 t/a waste incin- 2003 - eration plant producing electricity and heat in the town of Pietar- 2004 saari Componenta Oy, Finland Environmental Impact Assessment of Foundry 2004 Hyvinkään Lämpövoima Oy Environmental Impact Assessment of a 150 000 t/a waste incin- 2004 eration plant producing electricity and heat in the Town of Hy- vinkää KSS Energia Oy, Finland Environmental Licensing of the Hinkismäki combined-cycle power 2004 plant Seinäjoen Energia Oy, Finland Environmental impact assessment of waste and sludge treatment 2003 - and energy recovery in Seinäjoki, Finland 2004 Porin Lämpövoima Oy, Finland Environmental impact assessment of a 150 000 t/a waste incinera- 2003 - tion plant producing electricity and heat in the City of Pori 2004 Mäntän Energia Oy, Finland Environmental licensing of an industrial power plant in Mänttä 2003 J.M. Huber Finland Oy Environmental licensing of a sodium silicate plant in Taavetti, 2003 Luumäki Oulu Energy, Finland Environmental licensing of a waste incineration plant in Oulu 2003 E.ON Oyj, Finland Environmental licensing of the Suomenoja power plant, Espoo 2003 Turun Jätelaitos ja Turun Seudun Environmental impact assessment of waste and sludge treatment 2003 Puhdistamo Oy, Finland and energy recovery in
    [Show full text]
  • 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.
    [Show full text]
  • Componenta Corporation's Business Review for January–September 2019
    Componenta Corporation 15 November 2019 1 (6) Business review 1 January - 30 September 2019 Componenta Corporation’s Business Review for January–September 2019 Increased net sales of continued operations, weaker EBITDA due to acquisition costs, stronger cash flow. The information presented in this business review concerns the development of Componenta Group in January–September 2019 and in the corresponding period in 2018, unless otherwise stated. All financial figures in this review are for continued operations, unless otherwise stated. In the stock exchange release published on 7 November 2019, Componenta announced pro forma continuing operations’ consolidated income statements and key financial figures impacted by the bankruptcy of Componenta Främmestad AB. Continuing operations during the review period included foundry operations in Pori and Karkkila, Finland, and machine shops in Jyväskylä, Härmä, Kurikka, Leppävesi and Sastamala, Finland. This is not an interim report as specified in the IAS 34 standard. The company complies with half-year reporting in accordance with the Finnish Securities Markets Act and discloses business reviews for the first three and nine-month periods of the year, in which key information regarding the company’s financial situation and development will be presented. The financial information presented in this business review is unaudited. January–September 2019 • Net sales increased to EUR 32.3 million (EUR 30.4 million). • EBITDA decreased to EUR 1.9 million (EUR 2.3 million). • Operating result was EUR 0.1 million (EUR 0.8 million). July–September 2019 • Net sales increased to EUR 10.0 million (EUR 9.1 million). • EBITDA decreased to EUR -0.7 million (EUR 0.4 million).
    [Show full text]
  • Financial Statements 1 January - 31 December 2011
    FINANCIAL STATEMENTS 1 January - 31 December 2011 Contents 2 Report by the Board of Directors 6 Consolidated income statement 7 Consolidated statement of financial position 8 Cash flow statement 8 Statement of changes in consolidated shareholders’ equity 9 Notes to the consolidated financial statements 30 Parent company income statement 30 Parent company balance sheet 31 Group development 34 Shareholders and shares 35 Per share data 36 Calculation of key financial ratios 37 The proposal of the Board of Directors for the distribution of profits 38 Auditor’s Report 39 Information for shareholders FINANCIAL STATEMENTS COMPONENTA ANNUAL REPORT 2011 2 REporT ON 2011 BY THE BOARD of DIRECTorS Financial targets for 2012 and 2013 India and China), and the increase in investments in the established The financial crisis that began in 2008 moved into a new phase after markets of Europe and America in 2011. many European countries ended up in a debt crisis. In consequence The rise in raw material prices caused by the growth in demand of the crisis, capital requirements for banks have been tightened, had a negative impact of altogether EUR 11 million on Componenta’s making it more difficult to obtain credit from banks. In the next few result in 2011. The prices of raw materials not covered by surcharge years the availability of financing from banks will be weak and its agreements rose sharply especially in the first three quarters of the price will be high. Because of this, at its meeting in January 2012 year. Componenta has reached agreement with all its customers on Componenta’s Board of Directors amended the company’s financial a new pricing mechanism under which the rise in costs mentioned goals.
    [Show full text]
  • Annual Review 2 2020 0 SISÄLLYS
    Annual review 2 2020 0 SISÄLLYS Contents Componenta in brief ................................................................................................................................................ 3 14 Tangible assets ..................................................................................................................................................................... 49 15 Inventories ............................................................................................................................................................................... 53 CEO’s review ................................................................................................................................................................ 5 16 Accounts receivables ....................................................................................................................................................... 53 Review of the Board of Directors 2020 ...................................................................................................... 7 17 Other short-term receivables and accrued income ...................................................................................... 54 Key figures ..................................................................................................................................................................... 24 18 Deferred tax assets and liabilities .............................................................................................................................
    [Show full text]
  • 1 9Financial Statements Release
    Financial Statements Release 11 January – 31 December 2019 9 Net sales of continued operations increased but EBITDA weakened, cash flow from operating activities strengthened The information presented in this Financial Statements Release concerns the development of Componenta Group’s continued operations in January-December 2019 and in the corresponding period in 2018, unless otherwise stated. In its stock exchange release dated 7 November 2019, Componenta Finland Oy’s name was changed to Compo- Componenta announced previously published consol- nenta Castings Oy and Komas Oy’s name to Componenta idated income statements and financial key indicators Manufacturing Oy as of 1 January 2020. of continued operations, adjusted by the bankruptcy of Componenta Främmestad AB. Continued operations during the review period included foundries in Pori and Karkkila, Finland, and metal product plants in Jyväskylä, Härmä, Kurikka, Leppävesi and Sastamala, Finland. The figures in this release are unaudited. January–December October–December 2019 in brief 2019 in brief ● Net sales increased from the previous year to EUR ● Net sales increased to EUR 18.4 million (EUR 8.9 million). 50.7 million (EUR 39.3 million). ● EBITDA decreased to EUR -0.3 million (EUR 0.9 million). ● EBITDA decreased to EUR 1.6 million (EUR 3.2 million). ● Operating result was EUR -1.8 million (EUR 0.1 million). ● Operating result was EUR -1.7 million (EUR 1.0 million). ● Net result including discontinued operations was EUR 14.6 million (EUR 1.0 million). Basic earnings per share was EUR 0.08 (EUR 0.01). Financial Statements Release 2019 2 President and CEO Marko Penttinen comments on the review period “Uncertainty in the markets increased particularly through negotiations on renewing customer agreements.
    [Show full text]
  • Annual Review 1 2018 8 SISÄLLYS
    Annual review 1 2018 8 SISÄLLYS Contents Componenta in brief................................................................................................................................................. 3 15 Accounts receivables ....................................................................................................................................................... 51 16 Other short-term receivables and accrued income ...................................................................................... 51 CEO’s review ................................................................................................................................................................ 5 17 Deferred tax assets and liabilities .............................................................................................................................. 52 Report by the Board of Directors...................................................................................................................... 6 18 Investment properties ..................................................................................................................................................... 54 Key figures ..................................................................................................................................................................... 21 19 Assets classified as held for sale ................................................................................................................................ 54 Calculation
    [Show full text]
  • COMPONENTA Environmental Report 2004 Environmental Report 2004
    COMPONENTA Environmental Report 2004 Environmental Report 2004 The main raw material used in Componenta’s products is recycled scrap. Energy is consumed in melting the scrap, and this is obtained from electricity and coke. The casting moulds are made from sand, which is recycled in the process. When this is no longer possible, some of the spent sand is utilized and some ends up as waste. The painting and fettling of the components are other processes at the foundry that cause some emissions into the environment. The cutting fluids used in machining are recycled and the machining waste is sent for recasting. When the ready components supplied to customers reach the end of their life cycle, they are recycled and melted down again. Casting Future Solutions 2 Componenta Corporation Environmental Report 2004 Heikki Lehtonen President and CEO Environmental action has an overall impact in many different ways Componenta’s business is supplying com- in the design stage for products. Effective sions at the Globe foundries have decreased ponents and total solutions made up from design can reduce the amount of material so much that they can also operate at night. these. We create added value for customers used and result in a product that is easier to All Componenta’s production units have by designing with them a product that they manufacture and requires fewer work stag- environmental management systems con- need. We make an effective (cast) solution es. Careful design can also affect the use of forming to ISO 14001 standards, apart from for the future today – we are Casting Future a product and its ease of maintenance.
    [Show full text]
  • Unofficial Translation from Finnish Componenta
    UNOFFICIAL TRANSLATION FROM FINNISH COMPONENTA CORPORATION ADMINISTRATOR'S DRAFT RESTRUCTURING PROGRAMME HELSINKI, 30/03/2017 SECRECY OBLIGATION This document contains confidential information, with respect to which sec- tions 14 and 95 of the Restructuring of Enterprises Act (47/1993) provide the following: Section 14 Confidentiality obligation ‘The administrator, a member of the committee of creditors and a creditor, a person employed by the same, or an assistant or expert advisor retained by them shall not disclose or use for personal benefit any information relating to the financial position, business relationships or business secrets of the debtor that he or she had learned in connection with the proceedings.’ Section 95 Liability in Damages for a Violation of a Secrecy Obligation ‘A person who, deliberately or through negligence, violates the secrecy obliga- tion provided in section 14, shall be liable to compensate to the debtor the loss thus caused.’ Violating the secrecy obligation can be subject to punishment also pursuant to the provisions of the Criminal Code regarding the violation of a business secret. Insider Information The Company's shares are listed on the stock exchange list of Nasdaq Helsinki Ltd. Componenta Corporation falls within the scope of legislation on listed companies and other authority regulations. This draft restructuring programme does not include insider information. 2 (49) TABLE OF CONTENTS 1 GOALS AND MAIN CONTENTS OF THE RESTRUCTURING PROGRAMME .......................................... 6 1.1 Reasons for Componenta Corporation's Financial Difficulties .......................................................... 6 1.2 Improving the Efficiency of Operations and Administration ............................................................. 7 1.3 Sale of Assets Unrelated to the Business and Dissolution of Subsidiaries ........................................
    [Show full text]
  • Code of Conduct Code of Conduct
    Code of Conduct Code of Conduct 1. General Componenta does not tolerate any discrimination based on an employee’s origin, nationality, religion, Componenta’s Code of Conduct (the “Code”) race, gender or age. Under Componenta’s values and describes commonly accepted practices, and our management principles, all decisions pertaining to commitment to compliance with laws and regulations. recruitment, compensation and promotion are based solely on an individual’s competence and perfor- The Code applies to all Componenta employees, mance. whatever their role or work may be. It is the respon- sibility of each Componenta employee to promote 4. Bribes, conflicts of interest the Code. and political activities The Code has been approved by the Board of Direc- Componenta employees shall not offer or pay any tors and it is effective as of 14 February 2019 until illegal or improper payments, facilitation payments or further notice. The Board of Directors periodically bribes or offer or give any other undue advantage in reviews the Code and follows its implementation. order to obtain or retain business. In addition, Com- ponenta employees shall not pay or give any advan- References to “Componenta” in the Code include tage to facilitate favorable decisions or services from Componenta Corporation and all of its subsidiary authorities. companies where Componenta has a majority own- ership or control. Componenta employees may not engage in any act that might result in a conflict between Componenta’s 2. Compliance with laws and other interest and their own or another person’s or organ- guidelines and policies isation’s interests. This includes, but is not limited to acceptance and giving of personal gifts or hospital- The Code does not provide detailed guidance about ity from or to Componenta’s stakeholders, other than compliance with all of the laws and regulations under gifts of nominal value of less than EUR 100 or rea- which Componenta operates.
    [Show full text]
  • COMPONENTA Annual Report 2006
    COMPONENTA Annual Report 2006 COMPONENTA www.componenta.com Casting Future Solutions Content Componenta in brief 1 Group strategy 2 Strategic steps 2006 3 President’s review 4 Customer industries 6 Group structure 6 Sales and R&D 7 Foundries 8 Machine shops 10 Döktas 12 Personnel 14 Environment and quality 16 Group management 18 Corporate governance 20 Contact information 22 Releases 2006 24 Financial statements 25 Information for shareholders Componenta’s Annual Report 2006 is The Annual General Meeting of Com- available as a printed report and as a fl ash ponenta Corporation will be held on 26 version which can be read on the Inter- February 2007 at 1.00 pm at company’s net. On the company’s web pages there head offi ce, address Sato-talo, Panuntie 4, is also a printable pdf format of the An- 00610 Helsinki. nual Report. Componenta will publish In 2007 Componenta Corporation its 2006 environmental report during the will publish interim reports in Finnish fi rst half of 2007. and English as follows: During the past few years Componen- • January - March on 24 April 2007 ta has increasingly switched its investor • January - June on 17 July 2007 communications to the Internet. Publi- • January - September on 16 October 2007 cations and releases are available imme- diately after their release date on the In- The press conferences to be held when ternet at the address www.componenta. the interim reports are published will be com. Releases can be ordered from that webcast simultaneously on our Internet address direct to the receiver’s email.
    [Show full text]