Page 56 - Restamax Plc Annual Report 2017

56

CORPORATE GOVERNANCE

STATEMENT 2017

The Corporate Governance Statement has been prepared in Restamax Plc’s Articles of Association and in the no-
in accordance with Chapter 7, Section 7 of the Finnish tice of the Annual General Meeting.
Securities Markets Act and the section on Corporate
Governance in the Finnish Corporate Governance Code. The Board of Directors summons an Extraordinary
The company complies with the Corporate Governance General Meeting when it considers it necessary or when
Code 2015, published by the Securities Market Associa- required by the law.
tion, with some exceptions. The Corporate Governance
Code is publicly available, for example at the Securities
Market Association website at www.cgfinland.fi.
BOARD OF DIRECTORS
This statement has been compiled as a separate report
from the annual report of the Board of Directors. The The Board of Directors has general authority in all the
statement will not be updated during the financial period, company’s matters that have not been designated by law
but up-to-date information of the topics included will be or the Articles of Association to be decided or implement-
presented in the company’s website at www.restamax.fi. ed by other bodies. The Board of Directors is responsible
for the company’s administration and the proper organi-
sation of its operations. The Board of Directors confirms
the company’s strategy, risk management principles and
ANNUAL GENERAL MEETING values observed in the company’s operations, approves its
business plan and decides on significant investments.
The tasks of the Annual General Meeting as the highest
decision-making body of the company have been deter- The operations of the Board of Directors follow current
mined in the Limited Liability Companies Act and in the legislation, guidelines issued by the stock exchange, other
Articles of Association. At the Annual General Meeting, official regulations and the company’s Articles of As-
the shareholders exercise their decision-making power sociation.
in matters related to the company. The Annual General
Meeting is held within six months from the end of the fi- According to the Articles of Association, the Annual Gen-
nancial period. The Board summons the Annual General eral Meeting selects between five and seven members for
Meeting and decides where and when it will be held. The Restamax Plc’s Board of Directors. The term of office of
Articles of Association state that the notice of the An- the members of the Board of Directors ends when the fol-
nual General Meeting is published for the shareholders’ lowing Annual General Meeting is concluded. The Board of
information at least at the company’s website no earlier Directors or Annual General Meeting elects the Chairman.
than three months and no later than three weeks prior to In the composition of the Board of Directors, the goal is to
the Annual General Meeting. However, the notice must appoint members with diverse and complimentary back-
be published at least nine days before the record date of grounds, experience, expertise and from both genders,
the Annual General Meeting. so that the diversity of the Board of Directors supports
Restamax’s business and future in the best possible way.
The Annual General Meeting is attended by the CEO, For the present, the company’s Board of Directors has
the auditor, the Chairman of the Board of Directors not considered it necessary to establish audit, nomina-
and, when possible, the other members of the Board tion or remuneration committees, since it is not required
of Directors. In addition, the persons proposed for the by the scope of the company’s business operations or the
first time as members of the Board of Directors shall discharge of duties of the Board of Directors.
participate in the Annual General Meeting, unless there
are well founded reasons for their absence. The Annual Since 2005, the Chairman of the Board of Directors has
General Meeting selects Restamax Plc’s Board of Direc- been Timo Laine. The work of the Board of Directors is
tors and the auditors, decides on their remuneration and organised in accordance with the currently valid rules of
discharges the company management from liability. procedure of the Board of Directors. The rules of proce-
Matters to be discussed at the Annual General Meeting as dure are available on the company’s website.
well as the shareholders’ right to participate are defined

Restamax Plc