Governance Information • Mar 21, 2024
Governance Information
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CORPORATE GOVERNANCE STATEMENT 2023
This is Remedy Entertainment Plc's ("Remedy" or the "company") corporate governance statement for the financial year 2023.
Remedy's share is subject to public trading on Nasdaq Helsinki and thus the company complies with the Finnish Corporate Governance Code 2020 issued by the Securities Market Association (the "Code"). The Code is available online at www.cgfinland.fi/en.
This statement presents certain corporate governance information about Remedy as required by the Code. This statement is available on Remedy's investors website at investors.remedygames.com/governance/corporate-governance/.
Remedy's Annual Report and Financial Statements 2023, which includes the Board of Directors' Report, is available at investors.remedygames.com/financial-reports/.
Remedy is a Finnish public limited liability company, whose share is subject to public trading on Nasdaq Helsinki. Remedy Entertainment Plc is the parent company of a group of companies that comprises Remedy Entertainment Plc and its subsidiary Remedy Entertainment Sweden AB. Remedy Entertainment Plc's studio is located at Luomanportti 3, 02200 Espoo, Finland, which is also the company's registered address.
Remedy's governance and management is divided between its shareholders, Board of Directors ("the Board") and Chief Executive Officer (the "CEO"). Remedy's shareholders use their decision-making power in the general meeting of shareholders, which is Remedy's highest decision-making body. The CEO is assisted by the company's Core Management Team, which is a group of senior executives.
Remedy's governance is subject to the company's Articles of Association and the laws of Finland, specifically the Finnish Companies Act, the Finnish Accounting Act, the IFRS, securities markets legislation and the Code.
Remedy's shareholders exercise their decision-making power at general meetings of shareholders. Pursuant to Remedy's Articles of Association, the company's Annual General Meeting must be held annually within six months of the end of the company's financial year on a date determined by Remedy's Board.
The following matters need to be on the agenda of the Annual General Meeting pursuant to Remedy's Articles of Association:
Remedy does not have a Shareholders' Nomination Board.
Remedy's Annual General Meeting 2023 ("AGM 2023") was held at the company's studio in Espoo, Finland, on April 13, 2023.
All decisions were made as proposed to the meeting. Further information about Remedy's AGM 2023 can be found at investors.remedygames.com/annual-general-meeting-2023/.
Remedy's Board is responsible for Remedy's governance and the appropriate organization of its business operations.
As a main rule, Remedy's general meeting elects Board members for a one-year term that continues until the next Annual General Meeting. Pursuant to Remedy's Articles of Association, its Board must comprise no less than three and no more than six ordinary members. One to six deputy members may also be elected to the Board.
Remedy's Board has not established any committees.
Remedy's Board has adopted a written Charter, which documents the Board's main duties. The following table contains a summary of the Board's main duties pursuant to the Board's Charter.
| Strategy | 1. | Review and approve Remedy's strategy and oversee its implementation. |
|---|---|---|
| 2. | Review and approve Remedy's financial and other targets and oversee their implementation. | |
| 3. | Define Remedy's dividend policy. | |
| Organization | 4. | Appoint and dismiss the Board Chairman and the CEO. |
| 5. | Appoint and dismiss Remedy's Core Management Team Members upon the CEO's proposal. | |
| Financials | 6. | Supervise Remedy's financial reporting processes. |
| 7. | Ensure that the supervision of Remedy's accounting and its financial matters is properly organized. | |
| 8. | Monitor Remedy's financial performance. | |
| 9. | Review and approve Remedy's financial reports and Corporate Governance Statement. | |
| 10. | Monitor the auditor's performance and independence. | |
| Risks | 11. | Ensure that Remedy's internal control and risk management systems are organized and effective. |
| 12. | Ensure that Remedy has an appropriate compliance function. | |
| 13. | Establish principles for monitoring related party transactions and preventing conflicts of interest and monitor and assess related party transactions. |
|
| Remuneration | 14. | Approve the CEO's contracts. |
| 15. | Approve the main principles of Remedy's incentive systems. | |
| 16. | Review Remedy's remuneration policy and remuneration report and submit them to the AGM. | |
| Corporate Governance | 17. | Review and approve Remedy's key corporate policies and instructions. |
| 18. | Convene general meetings and make proposals to them. | |
| Operatiivinen Operations | 19. | Approve the annual plan (and other major plans). |
| 20. | Review and approve major corporate transactions and business decisions whose value exceeds the CEO's approval rights in accordance with Remedy's Signing Authorities Matrix. |
Remedy's AGM 2023 re-elected Markus Mäki, Jussi Laakkonen, Henri Österlund, Kaisa Salakka and Sonja Ängeslevä to the Board. Former Board member Christian Fredrikson was no longer available for re-election. After the meeting, the Board elected Markus Mäki to continue as Board Chairman.
| Director Name | Board Member Since |
Main Occupation | Education | Citizenship |
|---|---|---|---|---|
| Markus Mäki (b. 1974) |
1995 | Remedy Chair and CPO | B.Sc. (Computer Engineering) |
Finnish |
| Jussi Laakkonen (b. 1975) |
2017 | CEO and founder of Noice | M.Sc. (Computer Science) |
Finnish |
| Kaisa Salakka (b. 1979) |
2022 | VP, Product at Wolt | M.Sc. (Economics) | Finnish |
| Sonja Ängeslevä (b. 1974) |
2022 | CEO and co-founder of Phantom Gamelabs |
M.Sc. (Digital Media) | Finnish |
| Henri Österlund (b. 1971) |
2017 | Founder of Accendo Capital SICAV-RAIF |
M.Sc. (Economics) | Finnish |
In 2023, Remedy's Board held 14 meetings, of which four were per capsulam meetings. These meetings were attended by Board members as follows:
| Board Member | Meeting Attendance in 2023 |
Attendance Percentage |
|---|---|---|
| Markus Mäki | 14 / 14 | 100% |
| Christian Fredrikson1) | 5 / 5 | 100% |
| Jussi Laakkonen | 14 / 14 | 100% |
| Kaisa Salakka | 14 / 14 | 100% |
| Sonja Ängeslevä | 14 / 14 | 100% |
| Henri Österlund | 14 / 14 | 100% |
1) Christian Fredrikson's term ended on April 13, 2023.
Further information about Remedy's Board members can be found at investors.remedygames.com/board-of-directors/.
Remedy's Board has adopted a Board Composition and Diversity Policy, which documents the Board's diversity principles as well as the process for preparing the Board composition proposal to the general meeting.
Pursuant to said policy, Remedy's Board or its largest shareholders prepare and submit the Board composition proposal to Remedy's Annual General Meeting. When preparing the proposal, these parties consider the following matters:
| Matter | Description | ||
|---|---|---|---|
| 1. Competence These include, for example: |
The proposed Board composition should have the competences, skill and experience that is required to successfully manage a global game company. |
||
| • Excellent video game industry knowledge. • Relevant governance and leadership experience. • Appropriate financial expertise. |
|||
| 2. | Board Size | The Board should comprise an appropriate number of directors. | |
| 3. | Devotion | All proposed directors should be in a position where they can devote enough time to Board work. |
|
| 4. | Tenures | Board members should ideally represent different lengths of tenure. | |
| 5. | Gender | Both genders should be represented in the Board. |
In terms of gender, the current Board composition comprises three men and two women.
Remedy's Board Composition and Diversity Policy also sets out that the proposed Board should comply with the independence criteria set out in the Code. For further information on the assessment criteria, please see pages 27–29 of the Code.
The Board has assessed that Jussi Laakkonen, Kaisa Salakka and Sonja Ängeslevä are independent of Remedy and its major shareholders. Henri Österlund is independent of Remedy, but not of its major shareholder Accendo Capital SICAV-RAIF. Markus Mäki is considered non-independent of Remedy and its major shareholder because he acts as Remedy's Chief Product Officer and he owns over ten percent of all shares and votes in the company.
The company's Board composition thus complies with the Code's independence criteria: Most Board members are independent of the company and over two Board members (three out of five) are independent of both the company and its significant shareholders.
Remedy's Board appoints the company's CEO who is responsible for the company's day-to-day management in accordance with the Board's instructions. Pursuant to the Finnish Companies Act, the CEO is also responsible for making sure that the company's bookkeeping is compliant with laws and that the company's asset management is arranged appropriately.
Tero Virtala has acted as Remedy's CEO since 2016.
Remedy's CEO is the leader of the company's Core Management Team, which is a group of senior executives that assist the CEO. Together, the Core Management Team is responsible for running Remedy's business in accordance with goals set by the Board and the CEO.
In addition to the CEO, the Core Management Team comprises the company's Chief Product Officer, Creative Director, Chief Financial Officer, Chief Commercial Officer, Chief Operations Officer and Chief Technology Officer. All of them work full-time for Remedy.
| Executive or Employee | ||||
|---|---|---|---|---|
| Executive Name | Title | Since | Education | Citizenship |
| Tero Virtala (b. 1974) |
Chief Executive Officer | CEO since 2016 | M.Sc. (Physics) | Finnish |
| Markus Mäki (b. 1974) |
Chief Product Officer | RMD employee since 1995 | B.Sc. (Computer Engineering) | Finnish |
| Sami Järvi (b. 1970) |
Creative Director | RMD employee since 1996 | English, literature, and screenwriting studies |
Finnish |
| Terhi Kauppi (b. 1971) |
Chief Financial Officer | CFO since 2018 | M.Sc. (Economics) B.Sc. (Law) |
Finnish |
| Johannes Paloheimo (b. 1984) |
Chief Commercial Officer | RMD employee since 2012 | M.Sc. (Int. Project Management) B.Sc. (Industrial Management) |
Finnish |
| Christopher Schmitz (b. 1972) |
Chief Operating Officer | COO since 2019 | MBA (Management) M.Sc. (Economics) |
German |
| Mika Vehkala (b. 1978) |
Chief Technology Officer | CTO since 2023 | Computer science studies | Finnish |
As at December 31, 2023, Remedy's Board members held shares and other share-based instruments in the company as follows:
As at December 31, 2023, Remedy's CEO and Core Management Team members held shares and other share-based instruments in the company as follows:
| Board Member | Shares as at Dec 31, 2023 |
Options as at Dec 31, 2023 |
|---|---|---|
| Markus Mäki | 3,197,000 | 0 |
| Jussi Laakkonen | 0 | 0 |
| Kaisa Salakka | 1,900 | 0 |
| Sonja Ängeslevä | 1,482 | 0 |
| Henri Österlund1) | 46,139 | 0 |
1) Mika Vehkala 0 28,500 Henri Österlund's direct Remedy shareholding. Henri Österlund is also the founder of Accendo Capital SICAV-RAIF. As at Dec 31, 2023, Accendo Capital SICAV-RAIF's shareholding in Remedy was 2,063,162 shares.
| Executive | Shares as at Dec 31, 2023 |
Options as at Dec 31, 2023 |
|---|---|---|
| Tero Virtala | 300,000 | 57,000 |
| Markus Mäki | 3,197,000 | 0 |
| Sami Järvi | 560,000 | 28,000 |
| Terhi Kauppi | 8,000 | 31,000 |
| Johannes Paloheimo | 103,000 | 47,000 |
| Christopher Schmitz | 0 | 32,000 |
Remedy has a written Internal Control Framework that sets out the company's internal control principles and processes. The overarching goal of Remedy's internal control framework is to support the company's Board and management in achieving their strategic objectives by managing risks that could prevent the company from achieving those objectives.
Remedy's internal control framework comprises four main processes:
| Process | Process Objective | |
|---|---|---|
| 1. | Financial Reporting Reliability Processes | Objective is to assure that the company's financial reporting is accurate and reliable. |
| 2. | Risk Management Processes | Objective is to identify, assess and mitigate the company's key risks. See "Remedy's Risk Management" below. |
| 3. | Control Mechanisms | Objective is to prevent fraud, financial abuse, and information leaks, among other things. |
| 4. | Compliance Processes | Objective is to ensure that the company complies with applicable laws and regulations. |
Remedy has a written Risk Management Policy that sets out the company's risk management principles and processes. Risk management is embedded into Remedy's operations through five subprocesses, which are summarized below:
| Subprocess | Process Description | |
|---|---|---|
| 1. | General Risk Management |
The general risk management process is conducted once a year. It provides the company with a comprehensive, bird's eye view of Remedy's key strategic, operative, and financial risks. |
| 2. | Operative Risk Management |
The company's operative or day-to-day risk management processes aim to ensure that Remedy's games are developed within agreed parameters such as budget, timing, and quality. |
| 3. | Strategic Deal Risk Management |
This process aims to ensure that Remedy's strategic deals are negotiated by an experienced deal team that assesses deal terms and risks with due care. |
| 4. | Financial Risk Management |
Remedy's finance function manages the company's financial risks according to this process. |
| 5. | Board Supervision | Remedy's Board is ultimately responsible for ensuring that the company's risk management systems are effective. The Board does this primarily through the company's CEO who reports to the Board. |
On top of these processes, Remedy's Finance Function organizes an annual internal control meeting. In this meeting, the company's internal control stakeholders discuss whether its internal control and risk management processes have been effective during the preceding year, whether any irregularities have been identified and whether the company's Internal Control Framework should be updated. If meeting participants come across significant findings, then these are reported to the Board as soon as possible after the meeting. The annual internal control meeting was held in October 2023.
Remedy's general risk management process was conducted during the third and fourth quarter of 2023.
Remedy does not have a separate internal audit function. Remedy's management has assessed that such a function would not be the most appropriate way to arrange the company's internal audit work given the company's relatively simple group and organizational structure.
At Remedy, internal audit work is carried out primarily through the annual internal control meeting described above under "Remedy's Internal Control Framework". Additionally, the scope of work of the Core Management Team, the Legal Department, the Finance Function, and the HR Department covers internal audit tasks. Remedy regularly assesses whether a separate internal audit function would benefit the company.
Remedy has a written Related Party Transactions Policy that sets out the company's related party transaction principles and processes. The purpose of these processes is to ensure that related party transactions are appropriately identified, monitored, and evaluated.
Remedy's Related Party Transactions Policy makes a distinction between two types of related party transactions: related party transactions that (i) are conducted in Remedy's ordinary course of business and that (ii) are not conducted in Remedy's ordinary course of business.
Transactions that are outside Remedy's ordinary course of business are identified, monitored, and evaluated through various processes, such as maintaining a list of related parties and having screening and approval processes in place for unusual transactions.
For more information about Remedy's related party transactions during the year 2023, please see the company's Financial Statements 2023.
In its insider administration, Remedy complies with applicable laws and regulations, which include the Finnish Securities Markets Act and the Finnish Criminal Code as well as Regulation (EU) No. 596/2014 of the European Parliament and the European Council on market abuse (the "MAR").
On top of this, Remedy has a written Insider Policy, which is based on the Guidelines for Insiders of Listed Companies issued by Nasdaq Helsinki. The following texts are a summary of Remedy's insider administration processes described in its Insider Policy.
Pursuant to the MAR, Remedy has an obligation to prepare and maintain a list of all persons who have access to inside information. Remedy has decided to establish a permanent insider register, and therefore its insiders can be divided into two groups: permanent insiders and project-specific insiders.
Permanent insiders are persons who have permanent access to all inside information pertaining to the company. These persons, who have been entered into Remedy's permanent insider register, are the company's (i) ordinary and deputy Board members, (ii) the CEO, (iii) the Chief Financial Officer and (iv) the Chief Commercial Officer.
Additionally, if an insider project is established within the company, Remedy also has an obligation to establish a project-specific insider register for the project in question. Project-specific insiders include persons who work for the company under an employment contract or any other agreement and have access to inside information about the specific project.
Remedy's permanent insiders cannot trade or directly or indirectly execute transactions relating to the company's financial instruments for their own account or for the account of a third party during a period that begins 30 days before the publication of each financial statement bulletin, half-yearly report and business review and ends upon the publication of such bulletin, report, or review (the "Closed Window").
Additionally, Remedy has extended the Closed Window to apply to (i) the company's Core Management Team in its entirety, (ii) persons in the company's financial administration who participate in the preparation of reports that are in the scope of the company's regular disclosure obligation and (iii) the company's Communications Director. Remedy maintains a list of all persons who are in the scope of the Closed Window.
Pursuant to the MAR, Remedy's managers and persons closely associated with them must report to the company and the Finnish Financial Supervisory Authority every transaction that these persons conduct with the company's financial instruments. Remedy's managers comprise the company's Board of Directors, the CEO, the Core Management Team, and their closely associated persons.
Pursuant to the MAR, Remedy must publish the transactions that its managers and their closely associated persons have conducted with Remedy's financial instruments without delay and no later than two (2) business days after having received a notification from a manager.
Remedy's Inside Information Manager oversees that Remedy complies with its Insider Policy. The Inside Information Manager is also responsible for managing insider registers, and the CEO acts as his deputy. Additionally, the Inside Information Manager ensures that the permanent insider register is reviewed annually.
Remedy's AGM 2023, held on April 13, 2023, re-elected KPMG Oy Ab as Remedy's auditor with APA Petri Sammalisto acting as the auditor with the principal responsibility.
In 2023, Remedy paid KPMG Oy Ab approx. EUR 82,000 for audit services and approx. EUR 22,000 for non-audit services.
Remedy Entertainment Plc Luomanportti 3 02200 Espoo Finland
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