Page 58 - Restamax Plc Annual Report 2017
P. 58

58







                planning and implementation of the strategy and the   Nasdaq Helsinki Oy. The insider rules prohibit insiders
                corresponding investments, for ensuring that the   and entities in which insiders have a controlling inter-
                bookkeeping is carried out as required by the law and   est, as well as persons participating in the preparation of
                that the company’s financial management has been   financial reports, from trading in the company’s finan-
                organised in a reliable manner. Restamax Plc’s inves-  cial instruments, such as shares, 30 days before result
                tor relation communications and marketing functions   publication (so-called closed window).
                operate directly under the command of the CEO. The
                CEO monitors the decisions related to the persons at   The company has defined as permanent insiders the
                the executive level, as well as other important operative   persons working in the Restamax Group who by virtue of
                decisions. He or she also ensures that the subsidiar-  their position or tasks have access to all insider informa-
                ies of the Group operate in the interests of the parent   tion pertaining to Restamax. In addition to a permanent
                company and endorse the Group’s strategy.       insiders list, project-specific insider lists will be drafted,
                                                                as prescribed by Nasdaq Helsinki Ltd’s insider guidelines.
                Operative business operations are the responsibility of
                the CEO, with the help of the Executive Team. The Ex-   As soon as possible, Restamax publishes any insider in-
                ecutive Team prepares and makes decisions in matters   formation which directly concerns Restamax or its finan-
                within the CEO’s decision-making power.         cial instruments, unless the prevailing conditions result
                                                                in the fulfilment of the prerequisites for postponing the
                                                                publication of the insider information in question.
                THE EXECUTIVE TEAM                              Under the market abuse regulation, Restamax has an
                                                                obligation to publish transactions in Restamax’s financial
                The tasks of the Executive Team include planning and   instruments by the company’s management personnel
                implementing the company’s strategy, management of   and their related parties.
                business operations, result monitoring, annual planning,
                and the management of investments, corporate acquisi-  The person in charge of Restamax’s insider issues is CFO
                tions and operational change plans. The Executive Team   Jarno Suominen.
                meets on a weekly basis.

                On 31 December 2017, the Group’s Executive Team
                comprised:                                      AUDITING

                Juha Helminen, b. 1977, CEO                     The Articles of Association state that the Annual General
                Direct and controlling interest 23,400 shares   Meeting selects the auditor for Restamax Plc.

                Jarno Suominen, b. 1972, CFO                    The 2017 Annual General Meeting selected authorised
                Direct and controlling interest 249,347 shares  public accountants company Deloitte & Touche Oy as
                                                                the auditor. Hannu Mattila, APA, acts as the responsible
                Tanja Virtanen, b. 1977, Product Line Director, Food   auditor.
                Direct and controlling interest 200 shares
                                                                Auditing is carried out in accordance with the relevant
                Paul Meli, b. 1977, Product Line Director,      acts and the Articles of Association. In practice, the
                Nightclubs and other entertainment              auditing work is carried out during the financial period
                Direct and controlling interest 181,670 shares  by inspecting the business operations and administra-
                                                                tion, and as an actual financial statements audit after the
                Perttu Pesonen, b. 1976, Development Director   financial period has ended.
                Direct and controlling interest 80,000 shares
                                                                In 2017, the auditors of the Restamax Group were paid
                Eero Aho, b. 1978, Product Line Director, Food   TEUR 215.9 for auditing tasks (in 2016: TEUR 204.4) and
                Direct and controlling interest 0 shares        TEUR 54.4 for other guidance and consultation services
                                                                (in 2016: TEUR 56.2).
                Miko Helander, b. 1979, Product Line Director,
                Nightclubs and other entertainment
                Direct and controlling interest 0 shares
                                                                INTERNAL CONTROL
                Tero Kaikkonen, b. 1976, Development Director
                Direct and controlling interest 100 shares      Restamax Plc’s internal management and control proce-
                                                                dures are based on the Limited Liability Companies Act,
                                                                the Articles of Association and the internal policies of
                                                                the company. The company’s management and control
                INSIDER ADMINISTRATION                          are distributed between the Annual General Meeting, the
                                                                Board of Directors, and the CEO. Internal control refers
                Restamax’s insider rules apply the insider guidelines of   to all the procedures, systems and methods that the




         Restamax Plc
   53   54   55   56   57   58   59   60   61   62   63