Finnfund is governed in accordance with the Act on a Limited Liability Company named Teollisen yhteistyön rahasto Oy (291/79 amended, ‘the Finnfund Act’), the Finnish Limited Liability Companies Act, and the Articles of Association of the company. In addition, it observes the corporate governance guidelines issued by the owner, the Finnish government, for state majority-owned unlisted companies and state special-purpose companies.
In its operations, Finnfund is committed to good governance and the recommendations set by the state owner.
The governance principles laid out here are based on the Articles of Association that came into force on 1 January 2012.
Finnfund is governed by the General Meeting of Shareholders, the Supervisory Board, the Board of Directors, and the Managing Director. Their responsibilities are determined by the Finnish Limited Liability Companies Act and the Articles of Association of the company.
The highest decision-making body in Finnfund is the General Meeting of Shareholders, which convenes at least once a year. The Annual General Meeting shall be held each year on a day, set by the Board of Directors, that is within six months of the end of the financial period.
The Annual General Meeting handles all of the matters designated for it in the Limited Liability Companies Act and the Articles of Association, such as the adoption of the financial statements; the assignment of the balance sheet result; the release from liability of the Supervisory Board members, directors and managing director; the election of Supervisory Board members, the directors and the auditor; and the determination of their remuneration.
In 2016, the Annual General Meeting was held in Helsinki on 20 April. The meeting discussed the matters specified in Article 11 of the Articles of Association. All of the company’s outstanding shares were represented at the meeting.
An Extraordinary General Meeting was held on 19 September 2016 in Helsinki. The meeting agreed on appointments to the Board of Directors. All of the company's shares were represented at the meeting.
On 30 December 2016 the company's shareholders decided, in accordance with Companies Act 5:1, unanimously and without convening a General Meeting, to approve the granting of special rights to shares, within the meaning of Companies Act 10:1, in connection with convertible bonds between the Company and the State of Finland. This permits the government's long-term loan to Finnfund, granted by parliament in the supplementary budget of June 2016, to be converted, entirely or in part, into company shares, if the State of Finland wishes it. The shareholders also agreed on appointments to the Supervisory Board.
The Supervisory Board is composed of 12 members. The Annual General Meeting elects the members, who serve for three years at a time. The term of office of a member of the Supervisory Board ends at the close of the third Annual General Meeting following election. Four members are up for re-election annually.
The Supervisory Board elects a chair and vice chair from among its members, for one year at a time.
List of the members of the Supervisory Board.
The task of the Supervisory Board is to supervise the administration of the company as attended to by the Board of Directors and the Managing Director, and to give a statement to the Annual General Meeting about the financial statements and the audit.
In addition, the Supervisory Board can give the Board of Directors instructions on matters of broad importance or significant principle.
The Board of Directors has at least six and at most eight members. The board chair, a possible vice chair and its other members are chosen by a General Meeting.
The term of a board member ends at the close of the next Annual General Meeting.
List of the members of the Board of Directors.
The tasks of the Board of Directors include but are not limited to making decisions regarding financing and investments and confirming the company’s practical operating policy; deciding on authorisation to sign on behalf of the company; appointing the managing director and determining his or her salary and other compensation; and deciding on the calling of General Meetings and preparing material on the matters they will deal with.
The Chair and 2 - 3 members of the Audit Committee are chosen by the Board from among its own members. The members shall be independent of the company and at least one must be independent of a major shareholder. Members are required to have the competence required for the committee’s duties and at least one member shall be skilled particularly in accounting, bookkeeping or auditing. The Audit Committee is chosen for the term of the Board of Directors.
The task of the Audit Committee is to assist the Board in ensuring that the bookkeeping and financial control of the company is properly organised and that internal control and risk management, auditing and internal auditing are conducted in accordance with the law, regulations and the operating principles confirmed by the Board of Directors.
The task of the Managing Director is to attend to the company’s day-to-day administration in accordance with the instructions and regulations issued by the Board of Directors.
The Board of Directors determines the salaries of the Managing Director, his deputy, and the members of the Management team.
Finnfund’s management constitutes the Management team, which is an advisory body assisting the Managing Director.