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Good corporate governance practices

Ahlström Capital Oy is a private limited company registered in Finland. The company is committed to good corporate governance practices in accordance with the Finnish Limited Liability Companies Act, the company’s Articles of Association and the principles of the Corporate Governance Code for Finnish listed companies.

Ahlström Capital Oy adheres to insider guidelines approved by the Board of Directors of the company. The company maintains its project-specific insider registers in the SIREsystem of Euroclear Finland Ltd.

The parent company of the Ahlström Capital Group is Ahlström Capital Oy, the administrative and executive bodies of which are the General Meeting of Shareholders, Board of Directors, the Board’s Audit Committee and Compensation Committee, Nomination Board, the President as well as the Management Team.

 

The highest decision-making body of Ahlström Capital Oy is the General Meeting of Shareholders. The Annual General Meeting decides on the composition of the Board of Directors, as well as decides on the fees payable to members of the Board, the Board’s committees and the Shareholders’ Nomination Board and to the auditors.

In addition, the General Meeting of Shareholders has exclusive authority over matters such as amending the Articles of Association, adopting the financial statements, deciding on the distribution of profits, deciding on releasing the Board and President from liability and electing auditors.

According to the Articles of Association, the Board has five to seven ordinary members. The members are elected in the Annual General Meeting of Shareholders for a term ending at the close of the next Annual General Meeting. The Board elects a Chairman and, if it deems necessary, a Vice Chairman from among its members.

The Board represents the owners of the company. The duties and responsibilities of the Board are based on the Finnish Limited Liability Companies Act and other applicable legislation, as well as on the Articles of Association and the rules of procedure adopted by the Board. The Board has general jurisdiction over all company affairs which under law, the Articles of Association or the Charter of the Shareholders’ Nomination Board are not specifically to be decided or implemented by other bodies.

The Audit Committee assists the Board in ensuring that Ahlström Capital’s accounting and financial management are appropriately supervised and that the company has appropriate systems of risk management and internal control. It is also the Audit Committee’s duty to monitor questions related to Ahlström Capital Oy’s external fair value (EFV).

The Compensation Committee prepares, evaluates and advices the Board on matters related to the remuneration of the President and CEO as well as other senior management; equity based plans and incentive plans; the succession planning; principles of remuneration policies, as well as compensation development internationally within businesses relevant for Ahlström Capital Oy. The committee has a chairman and two members, appointed annually by the Board.

The role of the Nomination Board is to prepare proposals for the Annual General Meeting on the remuneration of the members of the Board of Directors, the Board committees and the Nomination Board; prepare a proposal on the number of the members of the Board of Directors as well as the members of the Board; and to seek for prospective successors for the Board members.

Ahlström Capital’s President is appointed by the Board. The President plans and manages the company’s and Group’s business operations and bears responsibility for the company’s and Group’s operational administration in compliance with the instructions and decisions of the Board. He supervises and manages the analysis and appraisal of prospective investments, and the development and divestment of holdings.

The role of the Management Team is to assist the President in preparing strategic issues, in coordinating the company’s operations and in preparing and implementing operative matters that are significant in nature. The Management Team prepares issues to be considered and decided by the Board.

The Auditors supply the company’s shareholders with the statutory auditor’s report as part of the annual financial statements. They also report on their observations to the company’s Board.

Ahlström Capital Oy has 238 shareholders. The largest individual shareholder is Antti Ahlström Perilliset Oy (6.1%). No other shareholder holds more than 5 % of the shares.