Corporate governance 2013

CORPORATE GOVERNANCE STATEMENT OF VAAHTO GROUP FOR THE FISCAL YEAR 2013

Applicable regulations 

Corporate governance of Vaahto Group is based on the Finnish legislation and the Articles of Association of the Group’s parent company, Vaahto Group Plc Oyj.

The company follows the NASDAQ OMX Helsinki corporate governance code 2010 for Finnish listed companies. Vaahto Group deviates from the Finnish Corporate Governance Code Recommendation 9 concerning the gender parity of the Board. Suitable candidates as a Board member to meet the recommendations of the Corporate Governance Code has so far not found.

The governance code issued by the Securities Market Association took effect on 1 October 2010, and it is publicly available, e.g., on the Securities Market Association’s Web site via the address www.cgfinland.fi.

Administration of Vaahto Group 

In accordance with the Companies Act, the Group’s business operations and administration are the responsibility of the following bodies: the Annual General Meeting, which elects the members of the Board of Directors of the parent company, and the CEO, appointed by the Board.

Vaahto Group Plc Oyj’s highest decision-making body is the Annual General Meeting, where the shareholders exercise their authority. The Board of Directors is responsible for the company’s administration and appropriate operation. As the parent company of the Group, Vaahto Group Plc Oyj is responsible for the management, strategic planning, financial administration and financing, and human resources management of the Group.

The Group’s business operations are divided into two divisions, Vaahto Paper Technology and Vaahto Process Technology. The activities and results of these are the responsibility of the Group management team.

Annual General Meeting 

The company’s highest decision-making body is the Annual General Meeting. An extraordinary general meeting is arranged when necessary. This is called by the Board of Directors. Shareholders are invited to the Annual General Meeting through a meeting invitation published on the company’s Web site. The invitation provides the shareholders with the necessary information about the issues to be addressed at the meeting. The meeting notice is also published as a stock exchange release and to any other way decided by the Board of Directors.

The Annual General Meeting must be held no more than six months after the end of the company’s fiscal year. The AGM makes decisions on the issues falling under its mandate as determined by the Companies Act, including the verification of the financial statements, the payment of dividends, the discharge from liability of the Board members and the CEO, and the selection and fees of the Board members and the auditors.

The Annual General Meeting is attended by the CEO and a majority of the Board members. A person running for a position on the Board for the first time attends the AGM that decides on the selection.

Board of Directors 

Activities of the Board 

The Board of Directors of the parent company, which also acts as that of the Group, is responsible for the Group’s administration and appropriate operation, and it decides on issues that are highly significant in light of the scope of the Group’s operations.

Some of the key responsibilities of the Board are to

  • confirm the Group’s strategy and objectives, monitor their implementation, and commence corrective measures if these should be necessary
  • decide on significant investments as well as acquisitions and real-estate transactions
  • handle and approve the interim management statements, interim reports, and financial statements
  • decide on the Group’s financial policies and financing methods
  • approve the dividend policy and make a proposal to the AGM concerning distribution of dividends
  • be in charge of arrangement of the Group’s risk management and internal monitoring
  • appoint and relieve the CEO, and decide on the terms of the CEO’s employment
  • confirm the Group’s strategy and decide on the central principles governing the Group’s compensation system

The Board of Directors regularly evaluates its own activities and work methods.

Issues are handled at Board meetings in accordance with an agenda prepared for each meeting. The Group’s chief executive officer acts as secretary of the Board. The minutes of each Board meeting are commented upon and accepted at the next meeting.

The Board meets regularly, once a month, and at other times, if necessary. During the 2013 fiscal period, the Board met 25 times. There was 96% attendance by the Board members.

The presenter at Board meetings is the company’s CEO or one of the Group’s personnel authorized by the CEO. The CEO is responsible for providing the Board with sufficient information for assessing the Group’s operations and financial situation. The CEO is also responsible for implementing the Board’s decisions and reports on this to the Board.

The Board members are obliged to provide the Board with sufficient information for assessment of their qualifications and level of independence and to report any changes to this information.

Composition of the Board 

According to the Articles of Association, the Board of Directors has a minimum of three and a maximum of six members, whose term of office ends at the end of the first full Annual General Meeting following the election. The Board members are selected by the Annual General Meeting. The chairman and vice-chairman of the Board are selected by the Board from among its members.  

The names of candidates proposed for Board positions are published in the invitation to the Annual General Meeting where the candidate is supported by shareholders holding a minimum of 10% of the votes as determined by the number of shares and if the candidate has accepted the candidacy. Names of candidates nominated after publication of the AGM invitation are published separately. A person selected as a Board member must meet the qualifications for the position and have the opportunity to allocate enough time to handle the position.

The Annual General Meeting of 12 December 2011 confirmed that the Board shall have four members. Rainer Häggblom, Reijo Järvinen, Topi Karppanen and Mikko Vaahto were elected for the Board. The Board elected Reijo Järvinen as chairman and Rainer Häggblom as vice-chairman.

The Extraordinary General Meeting of 19 June 2012 confirmed that the Board shall have five members instead of the previous four members. In addition to the previous members of the Board, Sami Alatalo was elected to the member of Board for the next mandate that ends in the end of the next Annual General Meeting.

The Annual General Meeting of 10 April 2013 confirmed that the Board shall have four members. Sami Alatalo, Reijo Järvinen, Topi Karppanen and Mikko Vaahto were elected for the Board. The Board elected Reijo Järvinen as chairman and Sami Alatalo as vice-chairman.

 

Information about Board members 

Chairman Reijo Järvinen, b. 1948, M.Sc.(Chem.)

Senior Advisor, Attorney Krogerus Oy

Member and chairman of the Vaahto Group Plc Oyj Board of Directors since 2010

Previous work experience:

Finnvera Oyj, regional director

Most significant positions of trust:

Festivo Finland Oy, chairman of the board

Suomen Kotikylmiö Oy, member of the board

Delipap Oy, member of the board

Attendance to the Board meetings 2011-2012: 25/25

 

Vice-Chairman Rainer Häggblom, b. 1956, M.Sc.(For.), M.S.Sc.(Econ. and Business Adm.)

Vision Hunters Ltd. Oy, chairman of the Board and founder

Member and vice-chairman of the Vaahto Group Plc Oyj Board of Directors 2010 – 10.4.2013

Previous work experience:

Pöyry Forest Industry Consulting Oy, CEO and chairman of the Board 

Most significant positions of trust:

The Forest Company Ltd., chairman of the Board

Attendance to the Board meetings 2011-2012: 4/6

 

Sami-Jussi Alatalo, b. 1971, Master of Laws

Member of the Vaahto Group Plc Oyj Board of Directors since 2012

Ultivista Group, CEO

Previous work experience:

Ultivista Group, CFO

Nordea Group, managerial and specialist positions in Corporate Banking

Most significant positions of trust:

Westpro cc Oy, member of the Board

Attendance to the Board meetings 2011-2012: 25/25

 

Topi Karppanen, b. 1956, M.Sc. (Tech.),

CONINOR Oy, Managing Partner

IMP Teollinen Markkinointi Oy, Managing Partner

Member of the Vaahto Group Plc Oyj Board of Directors since 2010

Previous work experience:

Larox Oyj and Larox Group, President and CEO

Larox Oyj and Larox Group, Executive Vice President, Marketing and Sales

Attendance to the Board meetings 2011-2012: 24/25

 

Mikko Vaahto, b. 1963, with vocational qualifications in business and administration

Member of the Vaahto Group Plc Oyj Board of Directors since 1994

Attendance to the Board meetings 2011-2012: 22/25

Mikko Vaahto is a major shareholder of the company. Other members of the Board do not own any of the company’s shares, nor do they have interdependence with the company in any other way.

  

Compensation of Board members 

The compensation for Board members is determined each year by the Annual General Meeting. The Board members have not received shares in the company as compensation. The company currently has no stock option plan.

The Annual General Meeting of 10 April 2013, decided to pay Board members the following attendance fees as annual compensation amounts: 26,000 euros to the Chairman of the board and 19,000 euros to each of the members.

In addition, Board members are entitled to a per diem and travel allowance in accordance with the Group’s general travel regulations. No attendance fees are paid to persons employed by Vaahto Group for membership of a subsidiary’s board of directors.

Fees paid to Board members in the 2013 financial year for Board duties:

Reijo Järvinen, chairman                             26,000 euros

Sami Alatalo                                             19,000 euros

Rainer Häggblom                                         5,277 euros

Topi Karppanen                                        19,000 euros

Mikko Vaahto                                           19,000 euros

Board committees  

The Board has no committees.

Supervisory Board 

The company has no Supervisory Board.

CEO 

The Board appoints the parent company’s CEO, who acts as the Group’s president. The CEO is responsible for day-to-day management of the Group in accordance with the Finnish Companies Act, the Articles of Association, and instructions from the Board of Directors. The CEO is neither chairman nor vice-chairman of the Board.

Ari Viinikkala served as CEO until 15 January 2014 and Vesa Alatalo has served as CEO since 16 January 2014.

 

Information about the CEO 

Ari Viinikkala, b. 1967, M.Sc. (Econ.)

Acting CEO of Vaahto Group Plc Oyj 4 April  2012 – 15 January 2014

CFO of Vaahto Group Plc Oyj since 1 February 2012

Previous work experience:

Dynea, SVP Finance Europe

GS-Hydro Group, Director, Corporate Controller

KONE, several financial management positions in Finland and in abroad

 

Vesa Alatalo, b. 1970, B.Sc. (Eng.),  MBA

CEO of Vaahto Group Plc Oyj since 16 January 2014

Previous work experience:

Konecranes Finland Oy, Director, Head of Waste to Energy

Konecranes Lifting Systems GmbH, Managing Director

Konecranes Finland Oy, Director, Head of Workstation Lifting Systems

Konecranes Finland Oy, Product Line Director for Light Lifting Products

Oy SKF Ab, Country Manager, Industrial Sales Division, Finland

Sandvik Mining and Construction Oy Global Product, Line Manager

Orbis Oy, various management positions

 

Business organization 

The Group’s operations have been separated into two divisions: Vaahto Paper Technology and Vaahto Process Technology. The activities and results of these are the responsibility of the Group management team. The CEOs of the subsidiaries and the managers of the business units of the management team of the Group.

Information about the other members of the Group’s management

 

Christian Kessen, b. 1963, M.Sc. (Tech.)

Stelzer Rührtechnik International GmbH, CEO 2007 –

Stelzer Rührtechnik International GmbH, Manager of Engineering 1991 – 2006

 

Tom Tarkkinen, b. 1962, engineer

Japrotek Oy Ab, CEO since 2009

Japrotek Oy Ab, Production Manager 2005– 2009

Japrotek Oy Ab, different positions since 1989

Previous work experience:

Westmatic Oy, Desing Engineer

 

Timo Kerola, b. 1960, M.Sc. (Tech.)

Vaahto Pulp & Paper Machinery Distribution (Shanghai) Co., Ltd., CEO 2006 – 15 April 2013

Previous work experience:

Metso Paper (China) Co., Ltd., Area Vice President

Metso Paper Inc. Beijing Representative Office, Representative

Valmet Karlstad Inc. , Senior Sales Manager, Far East and Oceania

Valmet Karlstad Inc. , Senior Sales Manager, Central and South America

Valmet Korea Inc., Area Sales Manager, Korea, China, Japan and Taiwan

 

Jyrki Strengell, b. 1960, M.Sc. (Tech.)

Vaahto Ltd, CEO 2009 – 15 April 2013

Vaahto Pulp & Paper Machinery, President 2009 –

Vaahto Ltd, Sales Manager 2005 – 2009

Previous work experience:

Metso Paper Ltd, Järvenpää units, Sales Manager

Enso Gutzeit Ltd, Anjala paper mill, Production and Customer Service Manager

Yhtyneet Paperitehtaat Ltd, Kotka, Walkisoft Development and Production Engineer

Most significant positions of trust:

Banmark Oy, Chairman of the Board of Directors

 

Pekka Viitasalo, b. 1955, technician

AP-Tela Oy, CEO 1994 – 23.9.2013

Previous work experience:

AP-Konepaja Oy, Project Manager

 

Compensation of the CEO and other members of the company’s management 

The CEO’s salary and other financial benefits are decided by the Board. Compensation for other members of the management is decided upon by the CEO and the chairman of the Board.

The Group currently has no stock option plan.

No special conditions for retirement or pension benefits have been specified for the members of the Group’s management. According to the employment contract of acting CEO Ari Viinikkala, both the company and the CEO are entitled to terminate the contract without any particular reason. In such a case, the period of notice on either side is three months. If the company terminates the contract, the CEO will be paid a sum of money corresponding to the total salary for 12 months in addition to the salary paid during the period of notice.

Ari Viinikkala since                177,725 euros

Body responsible for the duties of the audit committee 

The company has no audit committee; instead, the duties of the audit committee are attended to by the Board of Directors of the company. 

Internal monitoring, risk management and internal audit 

Internal monitoring:

The Group’s business and administration are primarily monitored and controlled by means of the Group’s management system. The Group has a financial reporting system whose purpose is to provide the Group and profit center management with sufficient information for planning, control, and monitoring of operations.

Risk management:

The objective of the Group’s risk management process is to identify any risks that pose a threat to the business operations, evaluate them, and develop the necessary risk management methods. Business-related risks of material, consequential, and liability losses are covered by appropriate insurance policies.

Internal auditing:

With regard to the nature and scope of its business operations, the Group has not deemed it appropriate to establish a separate internal auditing organization. Rather, its tasks are included in the duties of the business organization.

Insider administration

Vaahto Group Plc Oyj follows the NASDAQ OMX Helsinki Insider Guidelines. The public insider register includes statutory insiders and insiders as determined by the Board of Directors of the company. In accordance with the Securities Markets Act, permanent insiders comprise the company’s Board members, CEO, and auditors. In addition, the company has defined as insiders those members of the company’s top management who regularly receive insider information and are entitled to make decisions concerning developments and business arrangements related to the issuer of shares. Subsidiary-specific insider registers include persons who regularly receive insider information in the course of their duties.

Vaahto Group Plc Oyj’s public and subsidiary-specific insider registers are maintained by the company. The insider register can be seen at the company’s head office.

The company’s insiders are not allowed to trade in shares of the company within the 21 days before publication of a financial statement or interim report.

Audit 

In accordance with the Articles of Association, the company’s statutory audit is performed by one or two qualified auditors, who must be auditors or auditing firms certified by Finland’s Central Chamber of Commerce. The auditors’ term ends at the end of the first full Annual General Meeting after the election.

The Board’s proposal for auditor(s) is indicated in the invitation to the Annual General Meeting, or, if an auditor candidate is not known to the Board at the time the invitation is published, the name of the candidate(s) shall be published separately.

The Annual General Meeting of 10 April 2013, selected public auditing firm Ernst & Young Oy as the company’s auditor, with Panu Juonala, CPA, as chief auditor.

Auditors’ fees from the Group in the 2013 fiscal period totaled 122,828 euros, of which audit fees accounted for 88,672 euros, with consulting and other fees accounting for the remaining 34,157 euros.

Information 

Each year, the company publishes an annual report and an interim report in both Finnish and English. The interim report is published for the first six months of the fiscal period. For Q1 and for Q1–Q3 of the fiscal period, the company publishes an interim management statement instead of an interim report.

Information about financial statements, interim reports, and interim management statements is published in exchange reports. The annual report is sent by mail to the shareholders of the company and to certain organizations and individuals according to the mailing list maintained by the company. The interim report is distributed in accordance with a separate mailing list. In addition, the annual report and interim report are published on the company’s Web site www.vaahto.fi. The company’s other press releases are also available on the Web site.