NORDIC ALUMINIUM PLC'S CORPORATE GOVERNANCE
Corporate Governance Statement 2009
Annual General meeting of shareholders
Board
Managing Director & CEO and other directors
Remuneration
Risk management and control
Insider Administration and Nordic Aluminium Plc's insiders
Auditors
Shares, share capital, biggest shareholders and flagging notifications during the past 12 months
Option Programs
Articles of Association
Shareholders' Agreements
Annual Report
Calendar of Events
Annual General meeting of shareholders
The Annual General Meeting of Shareholders is Nordic Aluminium Plc's ultimate decision - making organ and it convenes at least once annually. The Annual General Meeting of Shareholders is to be held by the end of June. The Annual General Meeting of Shareholders can be held, in addition to the Company's domicile Kirkkonummi, in Espoo, Helsinki or Sipoo. The Board of Directors may decide to summon an Extraordinary General Meeting of the Shareholders when deemed necessary.
The Annual General Meeting of Shareholders decides on matters set forth in the Companies Act such as adoption of the financial statements and the distribution of the dividends, discharging from liability the Board of Directors and the Managing Director & CEO, election of the members of the Board of Directors and auditors and their compensation.
The notice to convene a Annual General Meeting of Shareholders must be published in company`s internet-page and i a newspaper issued in Helsinki no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting of Shareholders.
In the course of the past three (3) years an average of 74 % of the Company's shares and votes have been in attendance at the Annual General Meeting of Shareholders.
The most recent Annual General Meeting of Shareholders' (March 31, 2010) invitation and the stock exchange releases related to the decisions of the Annual General Meeting of Shareholders and the Board of Director's first meeting following the Annual General Meeting of Shareholders can be viewed at Stock Exchange Releases 2010.
Board
Term, composition and independence
Term
In accordance with its Articles of Association Nordic Aluminium's Board of Directors consists of a minimum of three (3) and a maximum of seven (7) members. The Board holds full competence when there are at least four (4) members present. The members of the Board of Directors are elected by the Annual General Meeting of Shareholders for a period of one year. In accordance with the Articles of Association the Board of Directors elects amongst its members a Chairman for a period ending at the conclusion of the next Annual General Meeting of Shareholders. The Articles of Association do not set an age limit, restrict the number of mandate periods or in any other way limit the Annual General Meeting of Shareholders' decision making powers when electing members of the Board of Directors.
Composition
The Annual General Meeting of Nordic Aluminium Shareholders held on March 31, 2010 elected as board members:
Stig Lival-Lindström, b. 1937, M.Sc (Econ.).
- Chairman of the Board since 2003
- Managing Director, Oy Lival Ab, Chairman of the Board, Oy Lival Ab
- Board member since 1998
Viveka Iisaho, b. 1945, BC
- HR Manager, Quality Manager, Oy Lival Ab
- Board member since 2009
Nina Ehrnrooth, b. 1962, M.Sc (Econ.).
- Managing Director, Partioaitta Oy
- Board member since 2009
- Independent member of the company and significant shareholders
Hans Jonasson, b. 1967, DBS
- Chairman of the Board, Euro Work Oü
- Member of the Board, Nordic Jetline Finland Oy
- Member of the Board, Nordic Jetline As
- Member of the Board, Pörtö-Bodö Trafik Ab
- Board member since 2009
- Independent member of the company and significant shareholders
Member of the Board shall provide sufficient information to the Board of Directors of his competence and independence and to notify if the information changes.
Discription of functions
The Board of Directors of Nordic Aluminium Plc is responsible for the management, the operations and the organization of the activities of the Nordic Aluminium Group of Companies. The Board of Directors' duty is to oversee that the Company is managed in accordance with laws and regulations. The Board of Directors decides on matters, which taking into consideration the extent and size of the Nordic Aluminium Group of Companies have an extensive effect on the Group's operations. Such matters are among others the approval of the Group goals and the strategy to achieve them, approval of the operating plan, the defining and approval of the Group's control plans, approval of the Group's operative structure, appointment of the Managing Director & CEO as well as overseeing and assessing his actions.
Other central tasks of the Board of Directors are among others:
- Oversee that the Group's administration and activities are in order and to oversee that the accounting and the treasury functions are organized appropriately.
- Prepare the issues to be dealt with at the General Meeting of Shareholders and to oversee that such decisions are put into effect.
- Set the Group's long-term goals to generate added value and approve the strategies to achieve the set goals.
- Approve the Group's annual budgets.
- Ensure that the operational and financial reporting and controls are organized appropriately in a manner whereby the set goals can be monitored on a continuous basis and that in case of deviations rapid reactions can be taken.
- Decide on the Group's overall investments and decide on single investments of substantial importance.
- At the Managing Director & CEO's initiative hire and fire members of the top management and decide on their remuneration principles. Members of the top management are defined as persons primarily responsible of processes who report to the Managing Director & CEO.
- Decide on the principles of the result based compensation and incentive schemes.
- Decide on other such matters which considering the size of the Group are to be regarded as material and which are not regarded as routine matters in the ordinary course of business such as expansion or down-sizing of business activities, or other material changes in the operations, long-term lending and the sale and pledging of real estate.
- Decide on the summoning of the General Meetings of Shareholders.
Evaluation and participation activity
The Board evaluates its work on an annual basis. The assessment is done by the Board of Directors' internal self-evaluation.
The Board of Directors convened 16 times during 2009.
The members of the Board of Directors attended the meeting average at the rate of 100 %.
Board committees
The Board of Directors has not established committees. Taking into consideration the size of the Company and the number of Board members it has been considered that there are no grounds for establishing committees. The Board will exercise audit committee's tasks.
Managing Director & CEO and other directors
The Managing Director & CEO is appointed and dismissed by the Board of Directors. Managing Director & CEO Peter Högel has entered into a service contract with the Company (starting July 21, 2009).
The duties of the Managing Director & CEO are laid down by the law, the Articles of Association of the Company and the instructions given by the Board of Directors. The Managing Director & CEO reports to the Board of Directors of Nordic Aluminium Plc.
Peter Högel acts as the Managing Director & CEO since July 21, 2009. Peter Högel's personal data can be found at Board of Directors and Management. The personal data of other directors can also be found there.
Remuneration
In accordance with the decision of the Ordinary General Meeting of Shareholders held March 31, 2010 to the Chairman of the Board is paid as annual fee EUR 32.000. Otherwise the annual fee is EUR 17.000. All fees of the members of the Board are paid in cash. Board members have no share or share-linked remuneration systems.
The remuneration system of the Managing Director & CEO and other executives of Nordic Aluminium consists of a fixed monthly salary. The company has no share remuneration system.
Managing Director & CEO's salary inclusive of benefits during year 2009 (since July 21) was EUR 49,473. The contract's period of notice is 6 months and the severance pay equals to 6 month's salary. Managing Director & CEO's retirement age and the amount of the pension is defined in accordance with the Employees' Pensions Act (TEL).
Risk management and control
Internal control and risk management
The Company's Board of Directors and the Managing Director & CEO decide on the procedures which steer the Company's operations. The management is responsible that the procedures are conformed as part of the internal control.
The control is accomplished by in-built inspection and control systems within the Nordic Aluminium Plc's management system. Strategic planning and daily reporting together with monthly economic overview are the central tools, which support and enhance the managing and control of the Company. The function of Nordic Aluminium Plc's internal control is to ensure efficiency of the Group's different operations, the correctness of the financial reporting as well as the legitimacy of the operations.
The Company has evaluated and systematically follows risks which relate to its operations. Risk Management is part of the Company's management system. The hedging principles are reported in the Company's financial statements.
Main long term risks are related to the possible uncertainty in the development of the world economy and its influence on market demand. The insurance company of the Kirkkonummi production facility has placed a regression claim for EUR 7.1 million based on the total amount of compensation due to the fire in the anodizing plant in June 2007. Nordic Aluminium's view is that the demand is groundless.
Internal audit
The Company does not have an internal audit. Taking into consideration the size of the Company it has been considered that there are no grounds for internal audit.
Insider Administration and Nordic Aluminium Plc's insiders
Nordic Aluminium Plc adheres to the guidelines for insiders issued by Helsinki Exchanges. The Company recommends that the permanent insiders' investments in the Company's are to be long-term investments. According to Helsinki Exchanges' guidelines for insiders and the Company's own Insider Guidelines trading in the Company's securities should be done at the times when the market has as exact information as possible of the issues and matters influencing the value of the security. Resulting from these Nordic Aluminium Plc's insiders, their related parties, or the corporations in which the insider exercises control are not allowed to trade in the Company's securities 14 days prior to the publication of an interim report or a financial statement. Nordic Aluminium Plc's insider register's data is maintained by the Company's Executive Assistant. The appointed insider responsible is the Company's CFO who also oversees that the information in the register is updated in the Euroclear Finland's systems.
In accordance with the Insider directives all the insiders, their related parties, or corporations in which the insider exercises control or influence, transactions with the Company's securities require at all times the advance approval of the Company's Insider Responsible.
The Insider Responsible also maintains project-specific insider registers in accordance with the Company's Insider Guidelines.
Nordic Aluminium Plc's permanent insiders based on their position in accordance with the Securities Market Act Chapter 5 Article 2 are: the members of the Board of Directors, Managing Director & CEO, auditors and the principal responsible auditor of the firm of Authorized Public Accountants having been elected as deputy auditor.
In addition to the above mentioned the members of the Management as well as named individuals within the Company's financial administration, sales and marketing and production have been defined as permanent insiders.
Insider situation with regards to the permanent insiders based on their position and the members of the Management as from August 31, 2010.
| Base code |
|
| 101 |
Managing Director & CEO |
| 102 |
Chairman of the Board of Directors |
| 103 |
Member of the Board of Directors |
| 110 |
Principal auditor |
| 190 |
Other |
| code |
name |
position in the Company |
shares |
options |
| 102 |
Stig Lival-Lindström |
Chairman of the Board |
129 050 |
- |
| 103 |
Viveka Iisaho |
Member of the Board |
- |
- |
| 103 |
Nina Ehrnrooth |
Member of the Board |
- |
- |
| 103 |
Hans Jonasson |
Member of the Board |
- |
- |
| 110 |
Ernst & Young Oy, Tomi Englund auditor
with principal responsibility. |
Auditor |
- |
- |
| |
|
|
|
|
| 101 |
Peter Högel |
Managing Director & CEO |
- |
- |
| 190 |
Tarja Reponen |
Finance Director |
- |
- |
| 190 |
Juha Saranpää |
Production Director |
100 |
- |
Up-to-date insider data is maintained in the Euroclear Finland and they can be viewed at Euroclear Finland's premises on Urho Kekkosen katu 5 c, Helsinki.
Auditors
Auditing is statutory and its function is to verify the financial statements and the information therein with respect to the mother company as well as the Group's results and financial standing for each fiscal year. The audit covers the fiscal year's accounting, the financial statements and the revision of the Company's administration.
The auditors report of their findings to the Company's Board of Directors at least once a year.
In accordance with the Articles of Association Nordic Aluminium Plc shall have at least one (1) auditor and a maximum of two (2) auditors. In case the auditor is not a firm of public accountants certified by the Central Chamber of Commerce, the Company shall have a deputy auditor. The auditor is elected by the General Meeting of Shareholders and the auditor's mandate period ends at the conclusion of the next Ordinary General Meeting of Shareholders following the auditor's election.
The Annual General Meeting of Shareholders held on March 31, 2010 elected as the auditor of the Company Ernst & Young Oy, Mr. Tomi Englund with principal responsibility. Deputy auditor were not elected.
The fees paid to the auditors during 2009 for auditing were EUR 69.938. No other fees were paid.
Shares, share capital, biggest shareholders and flagging notifications during the past 12 months
The Company's Share Capital is EUR 6,191,208.96. Number of shares is 4,836,882.
The shares of the Company have been entered in the Book-entry system since March 26, 1997.
The Company's biggest shareholders and the distribution of shareholders by sectors can be viewed at Shareholding.
There were no notifications regarding changes in ownership (Flagging) in accordance with the Securities Market Act, during the last 12 months.
Option Programs
The are no option program in Nordic Aluminium.
Articles of Association
Nordic Aluminium Plc's most current Articles of Association can be found at Articles of Association. The Articles of Association does not contain a redemption clause.
Shareholders' Agreements
The Company is not aware of any Shareholders' Agreements that its owners may have with respect to the shares of the Company.
Annual Report
The annual reports from the past ten (10) fiscal years can be found at Annual Reports
Calendar of Events
Date of publication for Financial Statements Release, Annual Report, Interim Reports, and the date for the Annual General Meeting of Shareholders can be found at Financial Info.
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