Governance Information • Mar 8, 2024
Governance Information
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This Corporate Governance Statement of Apetit Plc has been drawn up in accordance with the Finnish Corporate Governance Code 2020 of the Securities Market Association. The Corporate Governance Statement has been considered by Apetit Plc's Board of Directors and is issued separately from the Board of Directors' report. The Company's auditors have confirmed that the Corporate Governance Statement has been issued and that the description it contains of the main features of the internal control and risk management systems pertaining to the financial reporting process is consistent with the financial statements.
Apetit Plc complies with the Finnish Corporate Governance Code 2020 published by the Securities Market Association, which came into effect on 1 January 2020.
The Company does not follow recommendation 5 concerning the election of the members of the Board and recommendation 15 concerning the number of members of Audit Committee. Recommendation 5 of the Corporate Governance Code states that the General Meeting shall elect the members of the Board of Directors. Under Apetit Plc's Articles of Association, however, the Supervisory Board elects the members of the Board based on the proposals of the Nomination Committee and decides on their remuneration. The Company has chosen to deviate from the recommendation because the Supervisory Board, as the body that oversees the company's Board of Directors, is best placed to assess the composition of the Board of Directors and the attributes required of Board members. According to recommendation 15 of the Corporate Governance Code, the number of committee members should be at least three. Given the size of the Company, the number of members of the Board of Directors and the division of labor between the Board of Directors and the Audit Committee, the Board of Directors has
appropriately considered that the Audit Committee consists of two members.
The Corporate Governance Code is publicly available on the website of the Securities Market Association at www.cgfinland.fi.
Under Apetit Plc's Articles of Association, the Supervisory Board decides the number of members of the Board of Directors and their remuneration based on the proposals of the Nomination Committee and elects the members of the Board of Directors.
In accordance with the Articles of Association, Apetit Plc's Board of Directors consists of a minimum of five and a maximum of seven members. The Articles of Association do not limit the number of terms served by members of the Board of Directors nor is the Supervisory Boards decision-making power in the election of members of the Board of Directors restricted in any other way.
Lasse Aho, Annikka Hurme, Antti Korpiniemi, Kati Sulin and Niko Simula formed Apetit Plc's Board of Directors from 1 January 2023 to 25 April 2023.
At the meeting held on 25 April 2023, Apetit Plc's Supervisory Board decided to elect six members to Apetit Plc's Board of Directors. Lasse Aho, Annikka Hurme, Antti Korpiniemi, Niko Simula, Kati Sulin were elected as members and Tero Hemmilä was elected as a new member
of the Board of Directors. Apetit Plc's Supervisory Board elected Lasse Aho as the Chair of the Board of Directors.
Lasse Aho, b. 1958, M.Sc. (Soc.), Finnish honorary title Vuorineuvos Principal occupation: Olvi Foundation, Chairman of the Board Member of the Board since 2015 Chairman since 17 August 2021 Share ownership 31 December 2023: 12,027 shares
Tero Hemmilä, b. 1967, M.Sc. (Agriculture and Forestry) Principal occupation: Senior Advisor Member of the Board since 2023 Share ownership 31 December 2023: 1,700 shares
Annikka Hurme, b. 1964, M.Sc. Principal occupation: Valio Ltd, CEO Member of the Board since 2017 Share ownership 31 December 2023: 3,736 shares
Antti Korpiniemi, b. 1961, M.Sc. (Agric.), eMBA Principal occupation: Berner Ltd and Bröderna Berner AB Sweden, CEO
Member of the Board since 2020 Share ownership 31 December 2023: 1,093 shares
Niko Simula, b. 1966, L.L.M. with court training Principal occupation: farmer Member of the Board since 2015 Deputy Chairman of the Board since 2021 Share ownership 31 December 2023: 5,362 shares
Kati Sulin, b. 1974 MA Principal occupation: Heltti, CEO Member of the Board since 2021 Share ownership 31 December 2023: 369 shares
The company's Board of Directors has performed an evaluation of the independence of the Board's members in relation to the Company and in relation to the major shareholders, in accordance with recommendation 10 of the Corporate Governance Code.
Member of the board Antti Korpiniemi serves as CEO of Berner Oy. Apetit Group's subsidiaries have business cooperation with the Berner Oy. In addition, Berner Oy is a significant shareholder in Apetit Plc. Based on the above, Antti Korpiniemi is not independent of the Company or its significant shareholder in accordance with the Corporate Governance Code 2020. The evaluation found that all of the other Board members are independent of the Company and of significant shareholders as referred to in the Corporate Governance Code recommendation.
The rules of procedure of the Board of Directors are followed as stipulated in the Corporate Governance. More information on the Corporate Governance of Apetit Plc is available at Apetit Plc's web page apetit.fi/en/corporate-governance.
The general function of the Board of Directors is to direct the operations of the Company in such a way that in the long run the amount of added value for the capital invested is maximized, taking into account at the same time the expectations of the different stakeholders. The Board of Directors also monitors on a continuous basis the demands placed by shareholders on the Board of Directors and the general development of ownership policy.
For the purpose of performing its functions the Board of Directors:
Based on proposals presented by the CEO, the Board of Directors:
The Board of Directors draws up an operating plan for itself for the ensuing 12 months. The plan includes a schedule of meetings and, for each meeting, the most important issues for discussion.
The Board of Directors assesses its performance annually through a self-evaluation, and the evaluation results are submitted to the Supervisory Board for its information. The evaluation results are taken into consideration in the preparation of proposals for the composition of the new Board of Directors.
The Apetit Plc Board of Directors convened 12 times in 2023. The meeting attendance rate of members was as follows:
| Lasse Aho | |
|---|---|
| Tero Hemmilä | |
| Annikka Hurme | |
| Antti Korpiniemi | |
| Niko Simula | |
| Kati Sulin |
The Board of Directors has elected an Audit Committee from among its members. The Chairman of the Committee until Niko Simula and the member of the Committee was Annikka Hurme. The Committee convened four times in 2023. The attendance rate of the members was 100%.
by the Board of Directors, and to assess their consistency with the financial statements,
to assess compliance with laws and regulations and to supervise the associated process,
to monitor compliance with the Company's and the Group's corporate governance guidelines.
The Company has a Supervisory Board. In accordance with the Articles of Association, the Supervisory Board comprises a minimum of 14 and a maximum of 18 members elected by the general meeting. In addition, the personnel choose from among its members a maximum of four Supervisory Board members at a time, and each of these members has a personal deputy. The members' term of office ends at the close of the third Annual General Meeting following their election. In order to ensure that a third or a number closest to a third of the members' terms ends annually, new members' terms can exceptionally be limited to one or two years.
The Supervisory Board elects the members, chairman and vice chairman of the Board of Directors, and decides on their remuneration in accordance with the preparation of the Nomination Committee.
The Supervisory Board is also responsible for supervising the corporate administration, issuing instructions to the Board of Directors, issuing an opinion on the financial statements, the Board of Director's report and the auditors' report, and other duties that are prescribed for it in the Limited Liability Companies Act.
In accordance with the decisions made by Annual General Meeting 2023, the number of members in the Supervisory Board has been 16.
Harri Eela, b. 1960, wood-products industries technician Principal occupation: Cursor Oy, Sales Executive Chairman of the Supervisory Board since 2014 Member since 2012
Maisa Mikola, b. 1971, M.Sc. (Agric.) Principal occupation: Farmer Deputy Chairman of the Supervisory Board since 2011 Member since 2005
Kirsi Ahlgren, b. 1975 Member since 2021
Nicolas Berner, b. 1972 Member since 2021
Jaakko Halkilahti, b. 1967 Member since 2011
Juha Hämäläinen, b. 1971 Member since 2018
Laura Hämäläinen, b. 1975 Member since 2009
Juha Junnila, b. 1964 Member since 2023
Tommi Mäkelä, b. 1971 Member since 2022
Jari Nevavuori, b. 1966 Member since 2012
Samu Pere, b. 1968 Member since 2023
Pekka Perälä, b. 1961 Member since 2016
Markku Pärssinen, b. 1957 Member since 2012
Petri Rakkolainen, b. 1966 Member since 2014
Olli Saaristo, b. 1987 Member since 2020
Mauno Ylinen, b. 1965 Member since 2005
Antti Kaisla, b. 1985 Deputy member Pirkka Mikkola
Miika Karilainen, b. 1982 Deputy member Emma Äimänen
Marika Palmén, b. 1977 Deputy member Sami Sarin
Kirsi Nuorikkala, b. 1966 Deputy member Dick Weckström 4. MEETINGS OF THE SUPERVISORY BOARD IN 2023
The Supervisory Board convened four times in 2023. The average attendance rate of the members was 84%.
The Supervisory Board's Nomination Committee, which prepares the names for election to the Board of Directors, consists of two members chosen by the Annual General Meeting, the chairman of the Supervisory Board, the deputy chairman of the Supervisory Board and the chairman of the Board of Directors, in accordance with the Articles of Association. The Nomination Committee is chaired by the Supervisory Board's chairman, and in his/her absence, by the Supervisory Board's deputy chairman.
The Nomination Committee has the task of preparing proposals for the Supervisory Board on the number of members of the Board of Directors, the names of the members, chairman and deputy chairman of the Board of Directors and the remuneration payable to them. The Committee's tasks also include searching for successor candidates to replace members of the Board of Directors, as necessary. The Committee asks shareholders with significant voting power for their views concerning the proposals being put to the Supervisory Board.
In 2023 the Nomination Committee convened four times to discuss matters pertaining to the Committee's tasks. The average attendance rate of the Committee's members was 95%.
Harri Eela, b. 1960, wood-products industries technician, Cursor Oy, Sales Executive Chairman of the Apetit Plc Supervisory Board
Maisa Mikola, b. 1971 M.Sc. (Agric.), farmer Deputy Chairman of the Apetit Plc Supervisory Board
Lasse Aho, b. 1958, M.Sc. (Soc.), Finnish honorary title Vuorineuvos The Chairman of the Board of Apetit Plc
Nicolas Berner, b. 1972, LL.B CFO, Berner Oy
Henrika Vikman, s. 1976, OTM CEO, Nordea Investment Management
CEO Esa Mäki, b. 1966, M.Sc. (Agriculture and Forestry) Share ownership 31 December 2023: 8,056 shares
It is the CEO's duty to direct the operations of the Company according to the instructions and provisions issued by the Board of Directors and to inform the Board about the development of the Company's business operations and financial situation.
The CEO is also responsible for arrangement of the day-to-day management of the Company and for seeing that the Company's accounts are in compliance with the law and that its financial affairs have been arranged in a reliable manner.
The Group's Corporate Management is chaired by the CEO of Apetit Plc. Its members are:
Director, Oilseed Products
Timo Huttunen, b. 1969, M. Sc. (Food Technology)
Share ownership 31 December 2023: 3,000 shares
CFO
Timo Partola, b. 1972, M.Sc (Econ.) Commercial director Share ownership 31 December 2023: 4,400 shares
Susanna Tevä, b. 1967, M. Sc. (Economics and Business Administration)
Share ownership 31 December 2023: 3,016 shares
The Corporate Management does not exercise powers based on law or the Articles of Association. The Corporate Management is an advisory body appointed by Apetit Plc's CEO and has the task of discussing Group-wide development projects and Group-level principles and procedures as necessary. The CEO is responsible for choosing the members of the Corporate Management.
Apetit Plc's Board of Directors confirms the operating principles for the Apetit Group's internal control and assesses the state of internal control at least once a year.
Internal control refers to all the operating methods, systems and procedures with which the Company's management seeks to ensure efficient, economical and reliable operations. Internal control comprises financial and other control. At Apetit, internal control is performed by the company's management and by all other personnel.
Risk management as part of internal control refers to the identification, assessment, restriction and monitoring of risks arising in business activities and risks that are materially related to this.
Apetit Plc's Board of Directors is responsible for arranging and maintaining sufficient and effective internal control within the Apetit Group.
As part of the arrangement of internal control and risk management, the Company's Board of Directors regularly monitors the results and operating risks of the Group and its business units, and decides on the reporting, the procedures and the qualitative and quantitative indicators for assessing the efficiency and profitability of operations. The Group's Board of Directors confirms the Group's risk policy, risk management principles and key risk limits.
To ensure implementation of the Group's ownership policy towards the Group companies and to monitor the effectiveness of internal control, the Boards of Directors of the main Group companies include one or more members of the Group's Corporate Management. Group-level risk management and financial reporting are performed on a centralized basis in the Group Administration, independent of the different business activities. The Boards of Directors of Group companies are responsible for the highest level of management duties related to the internal control of their respective companies. The operating organization's management in each of the Group companies is responsible for the implementation of internal control and risk management in line with the pre-determined principles and operating guidelines, and for reporting on the company's operations, risk-bearing ability and risk situation in accordance the Group's management system.
The main principles of internal control observed within Apetit Plc and the Group companies are:
The basis for internal control is the function-specific line organization that is further divided into departments, units and teams, as necessary. The organizational units are allotted defined tasks and responsibilities required for the Company's operations. The task of the operating organization's management, i.e. the managers of the Group's business areas and operations, is to set quantitative and qualitative targets for the various areas of the business in accordance with the business plan approved by the Board of Directors. For the units, decision-making bodies and people operating within the framework of the organization there are separately defined decision-making and operating powers set out in work and job specifications, as well as obligations to report to one's superiors or otherwise to a higher organizational level. The task of the operating organization's management is to ensure that those working under them are familiar with their own duties, and the management are required to create the right conditions for their personnel to be able to perform their work and achieve the targets.
Significant commitments or other actions deemed to carry risks are subject to the approval of the Group's Board of Directors. Business units are responsible for formulating proposed decisions and for putting decisions into effect. Reporting on the implementation of decisions is made to the Board of Directors.
Business activities and processes are guided within the confines of operating guidelines and descriptions, which are monitored to ensure they are complied with and kept up-to-date. All decisions taken are documented and archived. An essential aspect of risk management is the performance of daily controls in the operating chains and processes.
The internal and external risks of Apetit Plc and the Group companies that could have an adverse effect on achieving business targets are identified, assessed regularly and reported to the Group Board of Directors. The risks are contained and the confining limits are monitored.
The Group Administration's financial management has the task of monitoring, measuring and reporting risks and of maintaining, developing and preparing risk management principles for the Board of Directors' approval, and of drafting procedures for use in risk assessment and measurement. Roles and responsibilities are defined in Apetit's risk management policy and risk management principles, which are approved by the Group's Board of Directors.
The basis for business and other activities is provided by the accounting, information and business IT systems. The parent company and the Group companies have an IT strategy in accordance with currently assessed needs and sufficient and appropriately organized IT systems.
The IT function ensures that the company's data resources can be utilized in the planning, management, execution and monitoring of the company's business.
The operating organization's management has the primary responsibility for ensuring the implementation of practical measures for internal control. The management must constantly monitor the operations it is responsible for and must take the necessary development measures if action contrary to guidelines or decisions or action that is otherwise ineffective or inappropriate is observed. In a transparent and effective organization the entire personnel are all responsible not only for the appropriate discharging of their own duties but also for the fluency of operations with the rest of the organization.
Internal control is supported by appropriate reporting that allows monitoring of operations, results and risks. Achievement of the business targets and developments in the Group's financial situation are monitored with the aid of a Group-wide management system. The Group's accounting principles, controls and responsibilities are described in the Apetit Group's accounting manual. Reporting guidelines and timetables have been drawn up in writing for monthly reporting and preparation of half year report and annual financial statements as well as business reviews of first and third quarters. The Company's financial management unit constantly monitors the business units' reporting and develops and produces guidelines on the content of reporting, taking into account the needs of internal control. The Group prepares financial information for publication, complying with the international financial reporting standards (IFRS). A half year report, business reviews and annual financial statements are reviewed by the Group's Board of Directors and are subject to its approval.
The annual budgets are prepared based on financial estimates and strategic figures. The Group's Board of Directors assesses and approves the business units' annual budgets. In addition, on a quarterly basis or more often, the business units update the profit and balance sheet estimates.
Monthly reporting and related analysis for budgets and estimates constitute a key element of Apetit's management system and internal control. Financial figures are assembled from the business units' data systems every month for the Group's joint accounting system.
The outturn information and up-to-date estimates are reviewed monthly in Group-level. The management system comprises the actual profit and balance sheet information, the key figures and the written management report of those responsible for the businesses. The management report covers the factors that affected the results given in the month's report, the measures planned for the immediate term and an assessment of the operating profit for the current quarter and the full year.
The Group CEO and members of the Corporate Management are issued with the reports, and the Group's Board of Directors is issued
with a summary for the Group and summaries of the data for each business unit.
The actual results of the unit-specific monitoring measurements, used for business management purposes, in comparison to estimates and targets as well as the reasons for any significant discrepancies between these are also examined regularly with the persons responsible for the business unit in question, with meeting participants present as suitable for the agenda.
Apetit Plc's related parties are defined in accordance with IAS 24. Related parties consist of natural persons as well as companies and entities that, due to their position or the prevailing circumstances, are particularly close to the company. The Company keeps a register of related parties ("Related Party Register") as well as records of related party transactions. The registers are GDPR-compliant personal data registers for which privacy and data protection statements have been drawn up. The registers are not public documents.
Company CFO is responsible for the operational management of related parties and for maintaining the Related Party Register and monitoring related party activities.
The Company adheres to the following basic principles in carrying out, monitoring and supervising related party activities:
the management also reports to the Board of Directors, and the Board reviews a summary of all related party transactions during the financial year;
The Company's related party administration monitors transactions to identify related party transactions. Persons belonging to related parties of the Company are obliged to report any planned or known related party transactions to the Company's related party administration without delay. The Company's executives are obliged to notify the Company of any changes in their and their related parties' information without undue delay. The Company's operational management also asks the Company's executives and any significant shareholders to verify the data in the Related Party Register on an annual basis.
Apetit regularly identifies its related parties and monitors their business transactions through its ERP system and on the basis of related party communications. Apetit has not carried out any related party transactions that are material to the company and that differ from the ordinary course of business or ordinary market terms and conditions.
Apetit Group complies with the insider regulation in force at any given time and Nasdaq Helsinki Oy's insider guidelines. In addition, the Group has insider rules approved by the Board on December 21, 2023, which supplement Nasdaq Helsinki Oy's insider guidelines and which will be updated if necessary.
The Company's insiders include i) managers subject to the disclosure obligation, ii) knowledgeable core and iii) project-specific insiders.
The Company maintains a non-public register of its managers subject to the disclosure obligation and their related parties. The Company also maintains a non-public register of its project-specific insiders. The people entered into a project-specific insider register are notified of their inclusion and the related obligations in writing or by other verifiable means, such as email. Insiders must confirm receipt of the notification.
A person must submit a basic declaration to the keeper of the Company's insider register immediately after becoming a manager subject to the disclosure obligation. The basic declaration is provided using a form submitted by the Company. A manager who is subject to the disclosure obligation must submit a new declaration whenever changes occur in the circumstances declared on the form. The declaration of changes in circumstances must be provided without delay. Persons who, according to the information they receive from the Company, will be included in the insider group of the Company's knowledgeable core have a corresponding reporting obligation.
Project-specific insiders include everyone with access to inside information who works at the Company on the basis of an employment relationship or who is otherwise performing duties that provide them with access to inside information. A person becomes a project-specific insider after receiving undisclosed information about a project and loses their insider status after the project has been made public or the cancellation of the project has been announced. The Company informs the people involved about the establishment of a project and the related obligations and enters these people into a project-specific insider register. The project-specific insider register is updated whenever the grounds for including a person change, a new person gains access to inside information or a person no longer has access to inside information.
The internal audit unit functions objectively and independently in support of the Board of Directors, the CEO and Group Administration, for the purpose of assessing and developing the level of internal control in the Group's different units by providing an independent and objective assessment and advisory service for risk management and monitoring processes within the organisation.
The internal audit is overseen by the Group's CFO based on the annual audit plan approved by the Group's Board of Directors. The internal audit is performed by an external service provider. In 2023, there were no actual internal audit engagements.
Tel. +358 10 402 00
Maakunnantie 4, P.O. Box 100, 27801 Säkylä Tel. +358 10 402 00
apetit.fi
email: [email protected]
Business ID: 0197395–5 Domicile: Säkylä
SÄKYLÄ Maakunnantie 4 P.O. Box 130, 27801 Säkylä Tel. +358 10 402 4300
PUDASJÄRVI Teollisuustie 3 93100 Pudasjärvi Tel. +358 10 402 4300
Apetit Kasviöljy Oy
KANTVIK Satamatie 64 P.O. Box 21, 02401 Kirkkonummi Tel. +358 10 402 2300
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