Governance

Principles of Corporate Governance

Taaleri Plc complies with the Finnish Corporate Governance Code issued by the Securities Market Association and has itself prepared principles of corporate governance. The Company fully complies with the Finnish Corporate Governance Code.


Group structure

Management bodies, as referred to in the Limited Liabilities Companies Act, are responsible for the business activities of Taaleri Plc; the General Meeting of Shareholders electing the members of the Board of Directors, the Board of Directors and the CEO elected by the Board of Directors.

The management bodies are also regulated by the Limited Liabilities Companies Act, the Articles of Association of the company and the shareholders’ agreement. The highest decision making body is the General Meeting of Shareholders, where the shareholders use their decision making powers. The Board of Directors is responsible for the company’s governance and proper organisation of operations. Taaleri Plc is the parent company of the Group, and as such responsible for the Group’s management, financial administration, financing of the subsidiaries, strategic planning, human resources management and communications.


General Meeting of Shareholders

Prior to the General Meeting, shareholders must be provided with sufficient information on the matters to be dealt with at the meeting. The notice of the General Meeting shall contain a proposal for the agenda of the General Meeting. The notice of the General Meeting and the following information shall be posted on the website of the company no later than three weeks before the General Meeting:

- the documents to be presented to the General Meeting;

- draft decisions to be presented to the General Meeting

The company shall inform in good time on its website the date by which the shareholder must notify to the Board of Directors the items requested on the agenda of the Annual General Meeting of Shareholders.

No later than two weeks after the general meeting, the minutes of the meeting with the results of any votes as well as attachments to the minutes, which are part of the decision of the General Meeting, shall be posted on the company's website. The documents related to the General Meeting and posted on the website of the company must be kept available for a period not ending earlier than three months after the General Meeting.


Organisation of the General Meeting of Shareholders

The General Meeting shall be organised in a manner that allows the shareholders to exercise their ownership rights effectively.

Participation in the General Meeting; the Board of Directors, the CEO and the auditor

The Chairman of the Board of Directors and a sufficient amount of members of the Board as well as the CEO shall be present at the general meeting. In addition, the auditor has the right to be present at the Annual General Meeting of Shareholders.

Remuneration of the Board of Directors

The General Meeting of Shareholders decides on the remuneration of the Board of Directors and its grounds.