Governance Information • Mar 27, 2018
Governance Information
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Atria Plc ("Atria" or "the company") is a Finnish public company, and the responsibilities and obligations of its governing bodies are determined by Finnish law. The parent company, Atria Plc, and its subsidiaries constitute the international Atria Group. The company is domiciled in Kuopio.
Responsibility for the administration and operations of Atria Group lies with the governing bodies of the parent, Atria Plc. These are the General Meeting, the Supervisory Board, the Board of Directors and the CEO.
Atria's decision-making and corporate governance comply with the Finnish Limited Liability Companies Act, the regulations applicable to publicly listed companies, Atria Plc's Articles of Association, the charters for Atria's Board of Directors and its committee, and the rules and guidelines of Nasdaq Helsinki Ltd. Atria follows the Finnish Corporate Governance Code which took effect on 1 January 2016 ("Corporate Governance Code"). The full Corporate Governance Code is available on the website of the Securities Market Association at www.cgfinland.fi. In accordance with the comply or explain principle, the company departs from the recommendations of the Code as follows (the departures are explained under the relevant points):
Atria Plc has prepared this Corporate Governance Statement in accordance with the Corporate Governance Code. The Corporate Governance Statement is presented as a report separate from the Report by the Board of Directors.
The Articles of Association and the pre-emptive purchase clause can be found in their entirety on the company's website at www.atria. com, under Investors, Corporate Governance.
There is a shareholder agreement between Lihakunta and Itikka Co-operative, two of Atria's shareholders, where they have agreed to ensure that they are both represented on the Supervisory Board in proportion to their holdings of Series KII shares in the company. The parties will also ensure that the Chairman of the Supervisory Board and the Deputy Chairman of the Board of Directors are nominated by one party and the Chairman of the Board of Directors and the Deputy Chairman of the Supervisory Board by the other party.
Regarding the distribution of Board positions, it has been agreed that each of the parties may nominate three ordinary members and their deputy members to the Board of Directors. The agreement also includes stipulations on the mutual proportion of shareholding and on the procedures followed when either party acquires more series KII shares directly or indirectly. According to the agreement, the acquisition of series A shares is not considered in the evaluation of the mutual proportion of shareholding.
Furthermore, Lihakunta, Itikka Co-operative and Pohjanmaan Liha Co-operative, which hold shares in Atria, have shareholder agreement where they have agreed to ensure that Pohjanmaan Liha Co-operative has one representative on the Supervisory Board. The agreement also includes stipulations on Pohjanmaan Liha Co-operative's shareholding.
The company is not aware of any other shareholder agreements.
Despite the above, the Annual General Meeting, as stated in section 3 below, decides on the number of members of the company's Supervisory Board and of the Board of Directors and their election.
The Corporate Governance Statement can be found in its entirety on the company's website at www.atria.com, under Investors, Corporate Governance.
The General Meeting is Atria Plc's highest decision-making body. At the General Meeting, shareholders decide, among other things, on the approval of the financial statements and the use of the profit shown on the balance sheet; the discharge of the members of the Board of Directors and of the Supervisory Board, as well as the CEO, from liability; the number of members of the Supervisory Board and of the Board of Directors, and their election and remuneration; and the election of one or more auditors and the auditor's remuneration.
The Annual General Meeting is held annually by the end of June on a date designated by the Board of Directors, and the agenda includes matters that are to be handled by the Annual General Meeting in accordance with the Limited Liability Companies Act and
the Articles of Association and any other proposals mentioned in the notice of the meeting. Extraordinary General Meetings may be convened as needed.
Under the Limited Liability Companies Act, a shareholder has the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice. Where applicable, the shareholder must submit a request to have the matter dealt with by the General Meeting by the date set by the company, which is published on the company's website at www.atria.com. The request, together with the accompanying justification or proposed resolution, must be sent in writing to Atria Plc, Group Legal Affairs, P.O. Box 900, FI-60060 ATRIA.
General Meetings are convened by the Board of Directors. General Meeting is held in the company's domicile, Kuopio, or in Helsinki. The notice to convene the General Meeting is communicated by publishing the notice on the Company's website and by a company announcement at the earliest three (3) months and at the latest three (3) weeks before the General Meeting, but nevertheless no later than nine (9) days prior to the record date for the General Meeting. In addition, the Board of Directors may decide to publish the notice, or a notification concerning the delivery of the notice, in one or more Finnish national newspapers determined by the Board of Directors, or in any other manner it may decide.
A shareholder registered in the shareholder register maintained by Euroclear Finland Ltd on the record date of the General Meeting has the right to participate in the General Meeting. To have the right to participate in General Meeting, shareholders must register with the company by the day mentioned in the notice of the meeting, which can be no earlier than ten (10) days before the meeting.
According to recommendation 3 of the Corporate Governance Code the CEO, members of the Board of Directors and members of Supervisory Board shall be present at the General Meeting. The auditor shall be present at the Annual General Meeting. Candidates for Board or Supervisory Board shall be present at the General Meeting deciding on their election.
The company's Annual General Meeting for 2017 was held in Helsinki on 27 April 2017. The meeting was attended, either in person or by a representative, by a total of 220 holders of A shares, representing a total of 9,677,779 shares and votes, and three (3) holders of KII shares, representing a total of 9,203,981 shares and 92,039,810 votes. The minutes of the meeting as well as other documents related to the meeting are available on Atria's website at www.atria.com, under Investors, Annual General Meeting.
Atria Plc has a Shareholders' Nomination Board pursuant to recommendation 18b of the Corporate Governance Code. Atria Plc's Annual General Meeting held on 3 May 2012 established a Nomination Board and confirmed its written charter. The charter was amended by a decision made at the Annual General Meeting on 6 May 2014 and again on 27 April 2017. In accordance with its charter, the Nomination Board preparer proposals concerning the remuneration of the Board of Directors and Supervisory Board and the election of the members of the Board of Directors for the next Annual General Meeting.
Shareholders or their representatives who own series KII shares as well as the largest holder of series A shares who does not own series KII shares, or a representative thereof, shall be elected to the Nomination Board. The right to nominate a representative to the Nomination Board is determined on the basis of the shareholder register maintained by Euroclear Finland Ltd in accordance with the situation on the first banking day of the September preceding the Annual General Meeting. The Chairman of the Board of Directors will also be appointed on the Nomination Board as an expert member.
If a shareholder does not wish to exercise his or her right to nominate a member, the right will be transferred to the next largest series A shareholder in accordance with the shareholder register, who would not otherwise have the right to nominate a member. Some shareholders are obligated to notify the company of certain changes in shareholding (flagging obligation) when necessary under the Finnish Securities Markets Act. Such shareholders may present a written request to the company's Board of Directors by the end of August for the holdings of corporations or foundations controlled by the shareholder, or the shareholder's holdings in several funds or registers, to be combined when calculating voting rights.
The Nomination Board is convened by the Chairman of the Board of Directors, and the Nomination Board elects a Chairman from amongst its members. The Nomination Board shall present its proposal to the Board of Directors by the first day of February preceding the Annual General Meeting.
On 12 September 2017, the owners of Atria's KII shares and the largest owner of series A shares nominated the following members on the Nomination Board: Jukka Kaikkonen (Lihakunta), Henrik Holm (Pohjanmaan Liha Co-operative), Esa Kaarto (Itikka Co-operative) and Timo Sallinen (Varma Mutual Pension Insurance Company). Jukka Kaikkonen was elected as the Chairman of the Nomination Board and Seppo Paavola, the Chairman of Atria's Board of Directors, acts as the Nomination Board's expert member.
The Nomination Board which prepared the proposal for the Annual General Meeting of 2018 convened two times. The Nomination Board submitted its proposals for the Annual General Meeting to be held on 26 April 2018 to the Board of Directors on 19 January 2018. The proposals were published in the form of a stock exchange release on 19 January 2018.
| Name | Year of birth |
Education | Main occupation | Attendance in meetings | Shareholding on 31 December 2017 |
|---|---|---|---|---|---|
| Jukka Kaikkonen | 1963 | Agrologist | Farmer | 2/2 | 500 |
| Henrik Holm | 1966 | Farmer | 2/2 | 430 | |
| Esa Kaarto | 1959 | M.Sc (Agr.) | Farmer | 2/2 | 1,100 |
| Timo Sallinen | 1970 | M.Sc. (Econ.) | Head of Listed Securities |
2/2 | 0 |
In accordance with Atria Plc's Articles of Association, the company has a Supervisory Board elected by the Annual General Meeting. The Supervisory Board consists of a minimum of 18 and a maximum of 21 members, who are elected for a term of three years at a time. Persons aged sixty-five (65) or older cannot be elected to the Supervisory Board. The Supervisory Board elects a Chairman and a Deputy Chairman from amongst its members for a term of one year at a time. The Supervisory Board meets four times a year on average.
The duties of the Supervisory Board are specified in the Limited Liability Companies Act and Atria Plc's Articles of Association. The duties of the Supervisory Board are:
The company has a Supervisory Board because shareholders of the company representing more than 50% of the votes granted by the company's shares have expressed their satisfaction with the current model of the Supervisory Board based on the Articles of Association, because it brings a far-reaching perspective on the company's operations and decision-making.
Following the Annual General Meeting held in 2017, the 20 members of Atria Plc's Supervisory Board are as follows:
| Name | Born | Member as of |
Education | Main occupation | Attendance in meetings |
Shareholding on 31 December 2017 |
|---|---|---|---|---|---|---|
| Hannu Hyry (Chairman until 27 April 2017) |
1956 | 2013 | Farmer | 4/4 | 144 | |
| Jukka Kaikkonen (Chairman from 27 April 2017) |
1963 | 2013 | Agrologist | Farmer | 4/4 | 500 |
| Juho Anttikoski (Deputy Chairman) |
1970 | 2009 | Farmer | 4/4 | 4,000 | |
| Mika Asunmaa | 1970 | 2005 | Farmer | 4/4 | 6,000 | |
| Reijo Flink | 1967 | 2014 | Agrologist | CEO | 4/4 | 4,660 |
| Lassi-Antti Haarala | 1966 | 2006 | Agrologist | Farmer | 4/4 | 6,000 |
| Jussi Hantula | 1955 | 2012 | Agrologist | Farmer | 4/4 | 791 |
| Henrik Holm | 1966 | 2002 | Farmer | 3/4 | 430 | |
| Veli Hyttinen | 1973 | 2010 | Agrologist | Farmer | 4/4 | 1,500 |
| Pasi Ingalsuo | 1966 | 2004 | Agrologist | Farmer | 4/4 | 4,000 |
| Jussi Joki-Erkkilä | 1977 | 2016 | Agricultural entrepreneur |
3/4 | 0 | |
| Marja-Liisa Juuse | 1963 | 2015 | Farmer | 4/4 | 250 | |
| Juha Kiviniemi | 1972 | 2010 | M.Sc. (Agr.) | Farmer | 4/4 | 300 184 company authority |
| Ari Lajunen | 1975 | 2013 | M.Sc. (Agr.) | Farmer | 4/4 | 0 |
| Mika Niku | 1970 | 2009 | Farmer | 4/4 | 300 | |
| Pekka Ojala | 1964 | 2013 | Agrologist | Farmer | 4/4 | 100 |
| Heikki Panula | 1955 | 2005 | M.Sc. (Agr.) | Farmer | 4/4 | 500 |
| Ahti Ritola | 1964 | 2013 | BBA | Farmer | 4/4 | 0 400 company authority |
| Risto Sairanen | 1960 | 2013 | Farmer | 4/4 | 0 | |
| Timo Tuhkasaari | 1965 | 2002 | Farmer | 4/4 | 600 |
All members of Atria Plc's Supervisory Board are members of the administrative bodies of the company's principal owners – Lihakunta, Itikka Co-operative and Pohjanmaan Liha Co-operative. All members of the Supervisory Board are dependent of the company and of significant shareholders.
In 2017, Atria Plc's Supervisory Board met four (4) times, and the average attendance of the members was 98%.
In accordance with the Articles of Association, Atria's Board of Directors has a minimum of five (5) and a maximum of nine (9) members. The term of office of a member of Atria's Board of Directors departs from the term of one year specified in recommendation 6 of the Corporate Governance Code. As per the Articles of Association, the term of a member of the Board of Directors is three (3) years. Shareholders representing more than 50% of the votes have stated that the term of three (3) years is appropriate for the longterm development of the company and have not seen the need to shorten the term from that specified in the Articles of Association. As an exception to recommendation 10 of the Corporate Governance Code, three of the eight members on the Board of Directors are independent of the company. It is the company's view that an understanding of Atria's business requires in-depth knowledge of and commitment to the meat industry from the majority of the Board's members.
Atria's Board of Directors takes care of the company's administration and its appropriate organisation. The Board of Directors is responsible for the appropriate organisation of the supervision of the company's accounting and asset management.The Board of Directors has confirmed a written charter concerning the duties of the Board, the matters to be dealt with, meeting practices and the decision-making procedure. According to this charter, the Board of Directors supervises and monitors company`s operations and management and discusses and decides on significant matters related to the company's strategy, investments, organisation and financing. The charter lays down the following key duties for the Board of Directors:
The Board of Directors assesses its operations and working methods regularly by conducting a self-evaluation once a year.
The Board of Directors meets at regular intervals about 10 times during the term in accordance with a separate meeting schedule confirmed in advance by the Board, and when necessary. In 2017, the Board of Directors met 13 times. The average attendance of the members of the Board of Directors was 98%.
During the meetings of the Board of Directors, the CEO gives a review of the financial situation of the Group by business area. The review also covers forecasts, investments, organisational changes and other issues that are important for the Group.
The company provides the Board of Directors with sufficient information on the company's operations to enable the Board to properly perform its duties. The agenda of a meeting is delivered to the members of the Board of Directors at least one week before the meeting. The meeting material is prepared by the CEO and the secretary of the Board of Directors according to the instructions provided by the Chairman. The meeting material is delivered to the members at least three days before the meeting.
6.3 Composition of the Board of Directors
| Name | Seppo Paavola, Chairman |
Jyrki Rantsi, Deputy Chairman |
|---|---|---|
| Year of birth | 1962 | 1968 |
| Education | Agrologist (secondary school graduate) | Agrologist |
| Main occupation | Farmer | Farmer, pork producer |
| Relevant work experience | • Rural Centre of Central Ostrobothnia, Farm advisor, 1991–1996 • Agricultural entrepreneur 1996–present |
Agricultural entrepreneur |
| Member of the Board since | 2012 | 2013 |
| Concurrent key positions of trust |
• Itikka Co-operative, Supervisory Board, member 2000–present, Deputy Chairman 2008–2011 and Chairman 2012–present • Perhonjokilaakso Co-operative Bank (former Kaustinen Co-operative Bank), Board of Directors, Chairman 2002–present • Pellervo Confederation of Finnish Co-operatives, Board of Directors, Member 2012–present • Co-operative Advisory Board, Member 2012–2017 |
• Lihakunta, Board of Directors, Deputy Chairman 2013–2015 and Chairman 2015–present • Finnpig Oy, Board of Directors, Member 2013– present • A-Farmers Ltd, Board of Directors, Deputy Chairman 2015–present |
| Past key positions of trust | Atria Plc, Supervisory Board, Member 2006–2009 and Deputy Chairman 2009–2012 |
|
| Independence | Dependent of the company and significant shareholders |
Dependent of the company and significant shareholders |
| Shareholding on 31 December 2017 |
4,000 | 700 |
| Share-based rights in the company |
None | None |
| Attendance in meetings | 13/13 | 13/13 |
| Name | Nella Ginman-Tjeder | Esa Kaarto |
|---|---|---|
| Year of birth | 1959 | 1959 |
| Education | M.Sc. (Econ.) | M.Sc. (Agr.) |
| Main occupation | Eira Hospital, Managing Director | Farmer |
| Relevant work experience | • Eira Hospital, Managing Director 2015– • Ifolor Oy, Managing Director 2007–2014 • American Express, Country Manager 2004–2007 |
Farmer |
| Member of the Board since | 2016 | 2009 |
| Concurrent key positions of trust |
• Viking Malt, Board of Directors, Member 2014– present • Stiftelsen Arcada, Board of Directors, Member 2010–present • Indmeas Ab, Board of Directors, Member 2009– present |
• Itikka Co-operative, Board of Directors, Member 2002–2017 and Chairman 2009–2017 • A-Farmers Ltd, Board of Directors, Member 2004–present, Deputy Chairman 2009–2015 and Chairman 2015–present • A-Rehu Oy, Board of Directors, Deputy Chairman 2009–2015 and Chairman 2015–present • Suurusrehu Oy, Board of Directors, Chairman 2009–present |
| Past key positions of trust | Tulikivi Corporation, Board of Directors, Member 2013–2015 |
• Oy Feedmix Ab, Board of Directors, Member 2009–2015 • Kiinteistö Oy Rehukanava, Board of Directors, Member 2009–2015 |
| Independence | Independent of the company and significant shareholders |
Dependent of the company and significant shareholders |
| Shareholding on 31 December 2017 |
0 | 1,100 |
| Share-based rights in the company |
None | None |
| Attendance in meetings | 12/13 | 13/13 |
| Name | Pasi Korhonen | Jukka Moisio |
|---|---|---|
| Year of birth | 1975 | 1961 |
| Education | M.Sc. (Econ.), MBA | |
| Main occupation | Farmer | Huhtamäki Oyj, CEO |
| Relevant work experience | Farmer | • Huhtamäki Oyj, CEO 2009–present • Ahlström Oyj (various duties) 1991–2008 |
| Member of the Board since | 2016 | 2014 |
| Concurrent key positions of trust |
• Lihakunta, Board of Directors, Member 2013– present and Deputy Chairman 2016–present • Kainuun maa- ja metsäsäätiö, Board of Directors, Member 2013–present • Sotkamo Municipal Council, Counsillor 2005– present |
Finnish Fair Co-operative, Supervisory Board, Member |
| Past key positions of trust | ||
| Independence | Dependent of the company and significant shareholders |
Independent of the company and significant shareholders |
| Shareholding on 31 December 2017 |
0 | 0 |
| Share-based rights in the company |
None | None |
| Attendance in meetings | 13/13 | 13/13 |
| Name | Kjell-Göran Paxal | Harri Sivula |
|---|---|---|
| Year of birth | 1967 | 1962 |
| Education | Agrologist | M.Sc. (Admin.) |
| Main occupation | Farmer, piglet and pork producer | Acting Managing Director of Tokmanni Group Corporation |
| Relevant work experience | • Oy Foremix Ab, Feed salesman 1990–1997 • Pohjanmaan Liha Co-operative, Primary Production Manager 1990–1997 |
• GS1 Finland Oy, Managing Director 2015–2017 • Restel Ltd, CEO 2010–2014 • Onninen Oy, CEO 2006–2010 • Kesko Corporation/Kesko Food, various duties, 1987–2006 |
| Member of the Board since | 2012 | 2009 |
| Concurrent key positions of trust |
• Pohjanmaan Liha Co-operative, Board of Directors, Deputy Member 1999–2001, Deputy Chairman 2002–2009 and Chairman 2010– present • A-Farmers Ltd, Board of Directors, Deputy Member 2001–2002 and Member 2003–present • Oy Foremix Ab, Board of Directors, Member 2004–2009 and Chairman 2010–present • A-Rehu Oy, Board of Directors, Member 2010– present • Ab WestFarm Oy, Board of Directors, Chairman 2010–present |
• Tokmanni Oyj, Board of Directors, Chairman 2011–present • Leipurin Oy, Board of Directors, Member 2014– present • Makua Foods Oy, Board of Directors, Member 2015–present • GS1 Finland Oy, Board of Directors, Member 2016–present • Dieta Oy, Board of Directors, Member 2016– present • TylöHelo Oy, Board of Directors, Member 2017– present • Kamux Oyj, Board of Directors, Member 2017– |
| Past key positions of trust | Central Union of Swedish-Speaking Agricultural Producers in Finland, Board of Directors, Deputy Member 1999–2001 |
• Olvi Oyj, Board of Directors, Member 2007–2011 • Norpe Oy, Board of Directors, Member 2010–2013 • Leipurin Oyj, Board of Directors, Member 2010– 2013 • Nets, Supervisory Board, Member 2011–2013 |
| Independence | Dependent of the company and significant shareholders |
Independent of the company and significant shareholders |
| Shareholding on 31 December 2017 |
2,166 | 10,000 |
| Share-based rights in the company |
None | ei |
| Attendance in meetings | 13/13 | 12/13 |
The members of the Board of Directors are obliged to provide the Board with information sufficient to assess their skills and independence and to notify the Board of any changes to the information.
For Atria, diversity represents a part of the company's responsible business. When planning the composition of Atria's Board of Directors, diversity is considered from a variety of aspects, also accounting for the extent of the company's business operations and its development needs.
The aim in the selection of a diverse Board of Directors is for the Board to support the development of Atria's current and future business. The selection also aims to ensure that the Board has core competence from a variety of fields within the value chain of Atria's business operations, a wide range of experience of entrepreneurship and business activities, as well as know-how and understanding of international business required by the company's strategy. Rather than every member of the Board being qualified in all of the aforementioned areas, the aim is that every Board member possess some skills in one or more of the aforementioned areas. The diversity of the Board of Directors is furthermore supported by the members' other complementary skills, their training and experience from different occupational fields and industries, as well as by a consideration of the Board members' age and gender distribution. A constructively questioning and challenging Board of Directors brings added value to the management's activities and diversifies the Board's work. In addition to the aforementioned areas, the selection considers the candidates' ability to spend a sufficient amount of time on their Board duties.
Atria aims to promote the selection of Board members who are as qualified as possible, with merits from various segments of the value chain regarding the Board's composition and that candidates of both genders have equal opportunities to be selected for the Board. It is Atria's goal that both genders are represented on the Board of Directors and if there are two equally qualified candidates, a representative of the minority sex is prioritized.
To achieve the objectives set in the principles on diversity, the Board of Directors has actively conveyed these objective to Atria's shareholders. During the 2017 financial period, one of the Board members was a woman while the rest were men. The share of the minority sex in the Board has been 12.5 percent. The company's minimum objective with regard to both genders being represented has therefore been fulfilled. The company's objective with regard to multi-professional core competencies covering the various segments of the value chain has also been fulfilled, given the members' in-depth knowledge of the meat industry, as well as of commercial and industrial activities.
The Board of Directors may decide to establish committees to handle duties designated by the Board. The Board confirms the committees' charters.
The Board of Directors has one board committee: the Nomination and Remuneration Committee. The Board of Directors appoints the members of the Committee from amongst its members according to the Committee's charter. The Committee has no autonomous decision-making power. The Board of Directors makes decisions on the basis of the Committee's preparations and proposals. The Committee reports regularly to the Board of Directors, which supervises the operations of the Committee.
The Nomination and Remuneration Committee has three (3) members. The Nomination and Remuneration Committee consists of the Chairman, Deputy Chairman and one member of the Board of Directors elected by the Board itself. As an exception to recommendations 17 and 18a of the Corporate Governance Code, one (1) of the three members of the Nomination and Remuneration Committee is independent of the company. The Nomination and Remuneration Committee consists of the members of Board of Directors which mostly are dependant of company and significant shareholders. Chairman and deputy chairman of the board of directors are nominated in accordance with the shareholders' agreement made between Lihakunta and Itikka Co-operatives. In accordance with recommendations 17 and 18a of the Corporate Governance Code, the company's CEO or other members of the Board of Directors who are a part of the company's management cannot serve as members of the Nomination and Remuneration Committee.
The aim of the Nomination and Remuneration Committee is to prepare the CEO's and Deputy CEO's as well as the management's terms of employment, ensure the objectivity of decision-making, enhance the achievement of the company's goals through bonus schemes, increase the company's value and ensure that bonus schemes are transparent and systematic. The aim of the Nomination and Remuneration Committee is also to ensure that the merit pay systems are linked to the company's strategy and the results obtained.
According to its charter, the duties of the Nomination and Remuneration Committee are as follows:
The Chairman of the Nomination and Remuneration Committee convenes the Committee as needed. At the meetings, the matters belonging to the duties of the Committee are reviewed. The Nomination and Remuneration Committee may invite other people to join its meetings if deemed necessary and may use external experts to assist the Committee in fulfilling its duties.
The Chairman of the Nomination and Remuneration Committee is Seppo Paavola and the other members are Jyrki Rantsi and Harri Sivula. Seppo Paavola and Jyrki Rantsi are dependent of the company and of significant shareholders. Harri Sivula is independent of the company and of significant shareholders. In 2017, the Nomination and Remuneration Committee met six (6) times, and the average attendance of the members was 100% as follows: Seppo Paavola 6/6; Jyrki Rantsi 6/6; and Harri Sivula 6/6.
As noted in section 4 above, Atria Plc's Annual General Meeting has established a separate Nomination Board to prepare proposals concerning the election and remuneration of the members of the Board of Directors as well as the remuneration of the members of the Supervisory Board for the next Annual General Meeting.
The company has a CEO who is in charge of managing the company's day-to-day operations in accordance with the instructions and orders issued by the Board of Directors and informing the Board of Directors of the development of the company's operations and financial performance. The CEO also is also responsible for ensuring the legality of the company's accounting and the reliability of asset management. The CEO is appointed by the Board of Directors, which decides on the terms of his or her service contract.
Since March 2011, Atria Plc's CEO has been Juha Gröhn, M.Sc. (Food Sc.).
Atria Group has a Management Team chaired by the CEO. The Management Team assists the CEO in planning the operations and in operational management. The duties of the Management Team include, among others, preparing strategic plans and putting them into practice, handling significant projects and organisational changes as well as reviewing and implementing the Group's risk management measures in their respective areas of responsibility.
In 2017, the Management Team met eleven (11) times.
Atria Board of Directors nominated Tomas Back as CFO and Deputy CEO as Heikki Kyntäjä retired as of 1 January 2018. At the same time Jarmo Lindholm was nominated as Executive Vice President of the Atria Sweden business area and CFO Andrey Shkredov was nominated as acting Executive Vice President of Atria Russia.
Atria Board of Directors decided to alter Atria Group's business areas and reporting segments as of the beginning of 2018. Atria Group's reporting segments are as follows: Atria Finland, Atria Sweden, Atria Russia and Atria Denmark & Estonia.
Atria Plc has prepared a Remuneration Statement – which constitutes a part of this Corporate Governance Statement – in accordance with the Corporate Governance Code. The statement is available on the company's website at www.atria.com under Investors, Corporate Governance.
Atria Group's Management Team on 31 December 2017:
| Name | Juha Gröhn, CEO |
Heikki Kyntäjä, CFO, Deputy CEO |
Mika Ala-Fossi, Executive Vice President, Atria Finland |
|---|---|---|---|
| Joined Atria in | 1990 | 2009 | 2000 |
| Year of birth | 1963 | 1952 | 1971 |
| Education | M.Sc. (Food Sc.) | B.Sc. (Econ) | Meat industry technician |
| Relevant work experience |
• Atria Plc, CEO since 2011 • Atria Scandinavia, Executive Vice President & Atria Plc, Deputy CEO 2010–2011 • Atria Finland Ltd, Executive Vice President & Atria Plc, Deputy CEO 2016–2010 • Atria Ltd, Director, Meat Industry; Vice Managing Director 2004–2006 • Atria Ltd, Director, Steering; Vice Managing Director 2003–2004 • Atria Ltd, Director, Steering; Vice Managing Director 1999–2003 • Atria Ltd, Director, Meat Products and Convenience Food Industries1993–1998 • Itikka-Lihapolar, R&D Manager 1991–1993 • Lihapolar, Foreman 1990–1991 |
• Atria Plc, CFO 2011–2017 & Deputy CEO 2014–2017 • Atria Finland Ltd, Finance Director 2009–2011 • ABB Oy, Lowvoltage instruments, VP Supply Management 2008– 2009 • ABB Oy, Lowvoltage instruments, VP Finance & Control 2001–2008 • ABB Transmit Oy, VP Finance & Control 1995–2000 • ABB Strömberg Sähkönjakelu Oy, VP Finance & Control 1991–1995 • ABB Motors Oy, Business Controller 1988–1990 • Stromberg Inc., Cleveland, OH, USA, Business Controller 1986–1988 • Hackman, Taloustavarat Oy, Financial Manager 1978–1986 • General Motors Finland, Auditor, finance department 1976–1978 |
• Atria Finland, Executive Vice President since 2011 • Atria Finland, Director, Convenience Food and Meat Product Business 2007–2011 • Atria Finland, Director, Poultry Business 2006–2007 • Atria Ltd, Production Manager 2003–2006 • Atria Ltd, Unit Manager 2000–2003 • Liha-Saarioinen Oy, Foreman 1997– 2000 |
| Concurrent key positions of trust |
• Finnish Food and Drink Industries' Federation (ETL), Board of Directors, Member since 2012– • East Office of Finnish Industries Ltd, Board of Directors, Member |
ELO Mutual Pension Insurance Company, Supervisory Board, Member since 2016 |
• Länsi Kalkkuna Oy, Board of Directors, Chairman since 2015 & Member since 2007 • Honkajoki Oy, Board of Directors, Chairman since 2015– & Member since 2011 • Lihatiedotus ry, Board of Directors, Vice Chairman since 2015– & Member since 2011 |
| Past key positions of trust |
Finnish Food and Drink Industries' Federation (ETL), Board of Directors, Chairman 2013–2015 |
||
| Shareholding on 31 December 2017 |
20,500 | 1,000 | 940 |
| Name | Tomas Back, Executive Vice President, Atria Scandinavia |
Jarmo Lindholm, Executive Vice President, Atria Russia |
Olle Horm, Executive Vice President, Atria Baltic |
|---|---|---|---|
| Joined Atria in | 2007 | 2002 | 2012 |
| Year of birth | 1964 | 1973 | 1967 |
| Education | M.Sc. (Econ.) | M.Sc. (Econ.) | Engineer |
| Relevant work experience |
• Atria Scandinavia, Executive Vice President 2011–2017 • Atria Baltic, Executive Vice President 2010–2011 • Atria Plc, CFO 2007–2010 • Huhtamäki Americas / Rigid Europe, CFO 2003–2007 • Huhtamäki Oyj, Financial Manager/ CFO 1996–2002 • Huhtamäki Finance Oy, Financial Manager, Lausanne 1990–1995 |
• Atria Russia, Executive Vice President 2011–2017 • Atria Plc, Group Vice President, Product Leadership 2010–2011 • Atria Finland Ltd, Group Vice President, Product Group Management and Product Development, Commercial Director 2005–2010 • Atria Ltd, Marketing Manager 2002– 2005 • AC Nielsen, Account Manager, Marketing Manager 2000–2002 • Unilever Finland, Customer Service Manager & e-Business 1998–2000 |
• Atria Baltic, Executive Vice President since 2012 • Maag Meat Industry, Managing Director 2009–2012 • Skanska EMV AS, Director 2008– 2009 • Rakvere Lihakombinaat AS, Director 2000–2008 • EMV AS, Head of transportation and equipment department 1998–1999 • EK AS, Management and development duties 1992–1998 |
| Concurrent key positions of trust |
• Swedish Meat Industry Association, Board of Directors, Deputy Chairman and Member since 2012 • Swedish Food Federation, Board of Directors, Member since 2012 • Svensk Fågel Service Ab, Board of Directors, Member since 2017 |
East Office of Finnish Industries Oy, Board of Directors, Member since 2012 |
• Estonian Food Industry Federation, Board of Directors, Member • Estonian Pig Breaders Association, Board of Directors, Member |
| Past key positions of trust |
|||
| Shareholding on 31 December 2017 |
1,880 | 1,020 |
| Name | Pasi Luostarinen, Executive Vice President Marketing & Market Insight |
Lars Ohlin, Executive Vice President Human Resources |
|---|---|---|
| Joined Atria in | 2000 | 2007 |
| Year of birth | 1966 | 1958 |
| Education | M.Sc. (Econ.) | BA (International Business Administration) |
| Relevant work experience |
• Atria Plc, Executive Vice President Marketing & Marketing Insight since 2016 • Atria Finland Ltd, Senior Vice President Marketing & Product Development 2011–2016 • Atria Plc and Atria Finland Ltd, Group Vice President Brand Management & Cold Cuts / Senior Vice President Meatproducts 2007– 2011 • Atria Plc, Group Vice President Marketing & Product Development 2006–2007 • Atria Plc, Atria Finland Ltd and Atria Swerige AB, Marketing Director 2000–2006 • Valio Oy, Marketing Director 1997– 2000 • British American Tobacco Nordic, Trade Development Manager 1996– 1997 • Fazer Makeiset Oy, Key Account Manager/ Category Manager 1993– 1996 • Mallasjuoma Oy, Product Manager 1991–1993 |
• Atria Plc, Executive Vice President Human Resources since 2016 • Atria Scandinavia AB, Senior Vice President Human Resources 2014– 2016 • Ridderheims & Falbygdens (Atria Deli), General Manager 2010–2014 • Atria Scandinavia AB, Business Development Director 2007–2010 • AB Sardus, Business Development Director 2000–2007 • AB Bra Böcker, Business Area Director, Nationalencyklopedin 1997–2000 • AB Forte, Vice Managing Director 1995–1997 • Master Foods Finland and Baltics, Market Development Director 1992–1995 • Master Foods Sweden and Finland, Human Resource Director 1988– 1992 • Master Foods Sweden, Product manager 1987–1988 • AB Findus, Product manager 1984– 1987 |
| Concurrent key positions of trust |
||
| Past key positions of trust |
||
| Shareholding on 31 December |
1,880 | 510 |
2017
The company's Board of Directors and CEO are responsible for the company's adequate internal control. The Board of Directors determines the operating principles of internal control. Internal control is a process incorporated into everything that Atria does, aiming to ensure the achievement of the company's strategic and financial objectives. The purpose of internal control is to ensure that Atria's operations are efficient and in line with the company's strategy, that all financial and operational reports are reliable, that the Group's operations comply with the applicable laws and regulations, and that the company's internal principles and codes of conduct are complied with.
Atria has Group-level instructions and rules valid in all of the Group's business areas and business units. The company seeks to ensure compliance with the instructions and rules by way of training and information bulletins as well as with the help of various control activities. The business areas and/or business units may furthermore have their own specific instructions and/or training related internal control.
Atria has strategic and annual financial goals which steer the operations of the entire Group. These goals have been communicated to all business areas, and they have been agreed on and approved as part of the strategy process or the annual goal-setting process. The achievement of the financial goals is monitored on a monthly and quarterly basis in each business area and at Group level. Atria's internal control ensures that the instructions given by the management are followed and that financial reporting is carried out reliably and appropriately. The procedures involved include the documentation of financial processes, various instructions related to financial administration and briefing related to control measures. The control measures consist of both preventive and investigative measures. Typical controls include approval, insurance, verification, reconciliation, operational inspections, the protection of assets, segregation of duties and the administration of access rights.
The objective of risk management is to support the realisation of Atria's strategy and the achievement of targets, to prevent unfavourable events from occurring and to safeguard business continuity. Atria's risk management operations are guided by the Risk Management Policy, approved by the Board of Directors, which specifies risk management goals, principles, responsibilities and powers, together with the principles of risk assessment and reporting.
Risk management at Atria is systematic and dynamic, and supports the continuous development of the organisation. It is based on a uniform model for risk identification, assessment and reporting in all business areas and Group administration, and forms an integral part of the annual planning process. In risk assessment, a risk management plan is drawn up for managing the risks identified.
Atria defines risk as the effect of uncertainty on the company's objectives. Risks can cause positive or negative deviations from the objectives. Risks may be caused by events within Atria, or by external conditions or events. For reporting purposes, Atria's risks are divided into four categories: strategic risks, operational risks, liability risks and financial risks.
The Board of Directors approves the Risk Management Policy and any changes to it, and supervises the implementation of the principles specified in the policy. The Group's CEO is responsible for the appropriate organisation of risk management at Atria, and the CFO sees to the development of the risk management and risk reporting framework.
The members of the Group's Management Team are responsible for identifying and assessing strategic risks and for implementing risk management in their respective areas of responsibility. The management teams of the business areas are responsible for identifying and assessing risks and for implementing risk management in their respective business areas. The directors of the business areas ensure that the management teams fulfil their risk management and risk reporting responsibilities.
The Group's Treasury Committee is responsible for identifying and assessing financial risks and for implementing risk management throughout the Group. When preparing an annual plan for internal audit, key observations from the risk assessments made as part of the Group's planning process are taken into account. Every Atria employee is responsible for identifying and assessing risks associated with their work and any other risks that they encounter, and for drawing attention to and preventing such risks.
Major risks and uncertainties which the Board of Directors is aware of are discussed in more detail in the Report by the Board of Directors under "Risk management at Atria".
Atria's Group Control function handles internal audits in collaboration with an external service provider. An audit plan is drawn up annually for internal audit and approved by the Board of Directors. The priority areas of the audit plan are affected by risk management, issues identified as part of the Group's internal reporting, goals related to improving the quality and efficiency of the operations, and current issues in the company's business environment. Where necessary, internal audit also conducts separate studies commissioned by the Board of Directors or the Group's management.
Internal audit ensures and evaluates the functioning of the company's internal control system, the relevance and efficiency of the activities, and compliance with guidelines. It also aims to promote the quality of the operations and process, ensure the achievement of Atria's targets, support the development of risk management practices, and highlight best practices and opportunities in various functions.
Internal audit assesses the following areas:
The results of internal auditing are documented and discussed with the audited area of operation and Group management. A summary of the audit results is presented to the Board of Directors at least once a year. Regular discussions are held with the auditor to ensure that the audit activities cover a sufficiently wide range of operations and to avoid overlapping activities.
In accordance with the Articles of Association, the company has at least one (1) and no more than four (4) regular auditors; the number of deputy auditors may not exceed this. The auditors and deputy auditors must be public accountants or firms of independent public accountants authorised by the Finnish Chambers of Commerce. The term of service of the auditors ends at the conclusion of the Annual General Meeting following their election.
The auditor provides Atria's shareholders with an Auditor's Report document in accordance with the law, in conjunction with the company's financial statements, and reports regularly to the Board of Directors and management. The auditor participates in a Board meeting at least once a year, on which occasion a discussion of the audit plan and the results of auditing is arranged.
In 2017, Atria Plc's Annual General Meeting elected PricewaterhouseCoopers Ltd., a firm of authorised public accountants, as the company's auditor for a term ending at the closing of the next Annual General Meeting. According to the firm, the auditor in charge is Authorised Public Accountant Samuli Perälä. The remuneration is paid to the auditor according to an invoice accepted by the company.
In 2017, the Group paid EUR 352,000 to PricewaterhouseCoopers Ltd. as the auditor's remuneration. The company did not pay anything for services not related to auditing.
Atria complies with Nasdaq Helsinki Ltd.'s Guidelines for Insiders. Atria's Board of Directors has furthermore confirmed Atria's insider policy, which complement other insider guidelines and include instructions concerning insiders and insider administration. The company's insider policy has been distributed to all Managers as defined by the company, as well as to the people involved in the preparation of periodic disclosure or who have regular access to unpublished financial information. The guidelines are furthermore available on the company's intranet.
The Market Abuse Regulation (EU No 596/2014) has been applied since 3 July 2016. Atria has not established a permanent insider list and insider information is controlled by project-specific insider registers, which are established according to need. All project-specific insiders are informed of their insider status in writing and provided with the appropriate insider instructions.
Atria has determined that the members of the Board of Directors, members of the Supervisory Board, the CEO and the Deputy CEO satisfy the definition of Managers with a notification obligation. The company maintains a list of the Managers and their closely associated persons.
The company maintains a list of the Managers and Atria's project-specific insiders subject to a notification obligation in cooperation with Euroclear Finland Oy. The company's legal department and CFO monitor compliance with the insider guidelines. Managersand peoples, involved in the preparation of periodic disclosure or who have regular access to unpublished financial information, right to trade in the company's financial instruments has been restricted in such a way that the aforementioned people may not trade in the company's shares 30 days prior to the publication of an interim report and a release of the financial statements and further should the period between the end of a review period and the publication of the report/release exceed 30 days.
The company has defined its related parties and maintains a list of such related parties. Atria monitors and assesses related-party transactions to ensure that any possible conflicts of interest are accounted for in the appropriate manner in the decision-making of the company.
The aim of Atria's investor reporting is to ensure that the market is, at all times, in possession of information correct and sufficient to determine the value of Atria's shares. An additional aim is to provide the financial markets with comprehensive information to enable active participants in the capital markets to form a justified image of Atria as an investment.
Atria has established a silent period for its investor relations communications; this period covers 30 calendar days prior to the publication of interim reports and annual reports. If there is more than 30 days between the end of the reporting period and the review / release publication, this period is silent. During this period, Atria issues no statements on its financial standing.
Atria publishes financial information in real time on its website at www.atria.com. The site contains annual reports, interim reports, and press and stock exchange releases. Information on the company's largest shareholders is updated regularly on the website. The disclosure policy approved by Atria's Board of Directors describes the key principles and procedures followed by Atria as a listed company in its communications with the media, capital markets and other stakeholders. Atria's disclosure policy is available in its entirety on the company's website at www.atria.com, under Investors, Disclosure Policy.
This remuneration statement of Atria Plc ("Atria" or "the company") is a consistent description of the remuneration of the company's Board of Directors and management pursuant to the Corporate Governance Code.
The Annual General Meeting decides on the remuneration of the members of the Supervisory Board annually, on the basis of the proposal prepared to the Annual General Meeting by the Shareholders' Nomination Board. The remuneration paid to the Supervisory Board in 2017 was as follows:
The members of the Supervisory Board have no share incentive plans or share-based bonus schemes, nor are they entitled to any other financial benefits besides the remunerations decided on by the Annual General Meeting.
In 2017, the monthly and meeting fees paid to the members of the Supervisory Board for participating in the work of the Supervisory Board (including fees for work performed in other companies within the same Group) were as follows:
| Name | Work of the Supervisory Board |
Benefits from Group companies |
Total (EUR) |
|---|---|---|---|
| Hannu Hyry, Chairman until 26 April 2017 | 8,500 | 8,500 | |
| Jukka Kaikkonen, Chairman from 26 April 2017 | 15,500 | 15,500 | |
| Juho Anttikoski, Deputy Chairman | 12,750 | 12,750 | |
| Asunmaa Mika | 2,000 | 2,000 | |
| Flink Reijo | 1,250 | 1,250 | |
| Haarala Lassi Antti | 2,250 | 2,250 | |
| Hantula Jussi | 2,000 | 2,000 | |
| Holm Henrik | 3,000 | 3,000 | |
| Hyttinen Veli | 2,250 | 10,800 | 13,050 |
| Ingalsuo Pasi | 2,000 | 4,500 | 6,500 |
| Joki-Erkkilä Jussi | 1,500 | 1,500 | |
| Juuse Marja-Liisa | 2,000 | 2,000 | |
| Kiviniemi Juha | 2,000 | 2,000 | |
| Lajunen Ari | 2,250 | 2,250 | |
| Niku Mika | 2,000 | 4,500 | 6,500 |
| Ojala Pekka | 2,750 | 2,750 | |
| Panula Heikki | 2,000 | 2,000 | |
| Ritola Ahti | 2,000 | 2,000 | |
| Sairanen Risto | 2,250 | 2,250 | |
| Tuhkasaari Timo | 2,000 | 2,000 | |
| TOTAL | 72,250 | 19,800 | 92,050 |
The Annual General Meeting decides on the remuneration of the members of the Board of Directors annually, on the basis of the proposal prepared to the Annual General Meeting by the Shareholders' Nomination Board. Remuneration is handled in the form of monetary compensation. The members of the Board of Directors have no share incentive plans or share-based bonus schemes, nor are they entitled to any other financial benefits besides the remunerations decided on by the Annual General Meeting.
The remuneration paid to the Board of Directors in 2017 was as follows:
Until 26 April 2018:
The Annual General Meeting of 2017 decided, in accordance with the proposal of the Nomination Committee, to increase the remuneration and compensation of the members of the Board of Directors and the increased remuneration paid as of 27 April 2017 as follows:
In 2017 monthly fees and meeting fees paid to the members of the Board of Directors for participating in the procedures of the Board of Directors (including being a member of the Board of another company that is part of the same Group) were the following:
| Name | Position | Board of Directors and committee work |
Benefits from Group companies |
Total (EUR) |
|---|---|---|---|---|
| Seppo Paavola | Chairman | 69,300 | 69,300 | |
| Jyrki Rantsi | Deputy Chairman | 42,300 | 11,700 | 54,000 |
| Nella Ginman-Tjeder | Member | 26,700 | 26,700 | |
| Esa Kaarto | Member | 33,300 | 34,500 | 67,800 |
| Pasi Korhonen | Member | 33,600 | 33,600 | |
| Jukka Moisio | Member | 25,800 | 25,800 | |
| Kjell-Göran Paxal | Member | 33,000 | 8,100 | 41,100 |
| Harri Sivula | Member | 28,200 | 28,200 | |
| TOTAL | 292,200 | 54,300 | 346,500 |
The remuneration of Atria Plc's management aims to promote the company's long-term financial success and competitiveness and the favourable development of shareholder value. The bonus scheme for the management consists of a fixed monthly salary, merit pay and pension benefits. The company has a share incentive plan since 1 January 2018.
The Board of Directors' Nomination and Remuneration Committee prepares the following for a decision to be made by the Board of Directors: (i) the terms of the service contracts of the CEO and Deputy CEO; (ii) the remuneration, fees and other employment benefits of the directors who report to the CEO; (iii) the forms and criteria of the bonus and incentive schemes of top management; and (iv) the content and group assignments of the pension programmes of the company's management.
Atria Plc's Board of Directors decides on the remuneration, other financial benefits and criteria applied in the merit pay system for the Group's CEO and Management Team, as well as the merit pay principles used for other management members.
The directors of each business area and the Group's CEO decide on the remuneration of the members of the management teams of the various business areas according to the one-over-one principle. The performance bonus systems for the management teams of the business areas are approved by the Group's CEO.
The base salary for CEO is EUR 501,206/year containing fringe benefits. According to the terms of short-term incentive plan decided by the Board of Directors the CEO can earn yearly not more than 50 % of the yearly salary as merit pays. According to the terms of longterm incentive plan decided by the Board of Directors the CEO can earn yearly not more than 33 % of the yearly salary as merit pays.
The retirement age for the CEO is 63 years. The CEO nevertheless has the right to retire at the age of 60. The pension arrangement is payment-based and the amount of pension is based on the CEO's annual earnings at Atria Group as specified by the Board of Directors. The earnings include monetary salary and fringe benefits without cash payments of incentive schemes.
According to the CEO's contract, the period of notice is six months for both parties. If the company terminates the contract, the CEO is entitled to the salary for the period of notice and severance pay, which together correspond to 18 months' salary. There are no terms and conditions for any other compensation based on the termination of employment.
Atria's long-term incentive plan was implemented until 31 December 2017 in earning periods, which consisted of three one-year periods. Possible payments from the earning period implemented in 2015–2017 was based on the Group's earnings per share (EPS) excluding extraordinary items. Bonuses earned during the period will be paid in instalments in the coming years. Cash rewards earned under the plan for the entire 2015–2017 earning period are capped at EUR 4.5 million. The plan ended on 31 December 2017, and it covered a maximum of 45 people. The plan covers the CEO and the rest of the Group's Management Team. The bonuses accrued for the entire earning period of 2015–2017 totalled EUR 2.1 million.
The maximum bonus payable of Atria Plc's short-term incentive plan is 25% to 50% of annual salary, depending on the performance impact and requirement level of each individual's role. The criteria in the merit pay scheme are the performance requirements and net sales at Group level and in the area of responsibility of the person concerned. In addition to the CEO and other members of the Group's Management Team, Atria Plc's merit pay schemes cover approximately 40 people.
Managerial group pension benefits confirmed by Atria's Board of Directors have been arranged for the members of Atria Group's Management Team who are covered by Finnish social security. The retirement age of the group pension insurance is 63 years for the members of the Management Team. The retirement age determined in the insurance agreement can be changed if the earningsrelated pension legislation is changed. Members of the Management Team nevertheless have the right to retire at the age of 60. The pension plan is payment-based, and the pension is based on the annual earnings (monetary salary and fringe benefits) of the insured as specified by the Board of Directors.
The financial benefits paid to the CEO and the Management Team in 2017 were as follows:
| Supplementary pension |
|||||
|---|---|---|---|---|---|
| Salaries | Fringe benefits | Merit pay | contributions | Total (EUR) | |
| CEO Juha Gröhn | 501,206 | 20,683 | 63,500 | 130,472 | 715,861 |
| Deputy CEO: Heikki Kyntäjä | 217,943 | 13,261 | 21,156 | 28,900 | 281,260 |
| Other members of the Management Team |
1,453,535 | 86,017 | 280,832 | 90,412 | 1,910,796 |
| TOTAL | 2,172,683 | 119,962 | 365,488 | 249,784 | 2,907,917 |
Atria Plc's Board of Directors decided on the long-term incentive scheme of key personnel for the period 2018–2020. The new scheme, based on a shares and a cash bonus, is divided into three one-year periods, with the first earning period beginning on 1 January 2018 and ending on 31 December 2018. The possible bonus in the scheme is based on the company's earnings per share (70 per cent) and organic growth (30 per cent).
The remuneration for 2018 will be paid in three equal installments in 2019, 2020, 2021 partly as A shares and partly in cash. The money order is intended to cover taxes and tax-related fees for the person in charge of the roof. If a person's employment or service terminates before the payment of the premium, the premium will generally not be paid.
The target group of the share-based incentive scheme comprises a maximum of 40 people. The total amount of commissions payable on earnings period 2018 is EUR 2 million. The purpose of the new bonus scheme is to encourage Atria's management to acquire the company's shares and to increase the company's long-term appreciation through its decisions and operations.
Atria Plc's Annual General Meeting held on 27 April 2017 authorised the Board of Directors to decide on (i) the acquisition of a maximum of 2,800,000 of the company's own series A shares; and (ii) an issue of a maximum of 5,500,000 new series A shares and/ or on the disposal of any series A shares held by the company through a share issue or by granting option rights or other special rights entitling people to shares as referred to in Chapter 10, Section 1 of the Limited Liability Companies Act, in both cases under terms and conditions which enable the use of the acquired and/or issued shares as part of the company's incentive plan.
The aim of Atria's investor reporting is to ensure that the market has at all times correct and sufficient information available to determine the value of Atria's share. In addition the aim is to provide the financial markets with versatile information, based on which those active in the capital markets can form a justified image of Atria as an investment object.
Atria has established a silent period for its investor relations communications; this period covers 30 calendar days prior to the publication of interim reports and annual reports and, if there are more than 30 days between the end of the review period and the publication of the report/release, the period in question. Atria will not issue any statements on its financial standing during this period.
Atria publishes financial information in real time on its web pages at www.atria.com. Here you can find annual reports, interim reports and press and company announcements. The company's largest shareholders and insiders as well as their holdings are updated regularly to the web pages.
Atria Plc published a total of 22 company announcements in 2016. The releases can be found on the Atria Group website www.atria.com.
The disclosure policy approved by the Atria Board of Directors describes the key principles followed by Atria as a listed company in its communications with the capital markets and other stakeholders. The disclosure policy is available in full on the company's website.
Hanne Kortesoja Communication and IR manager Tel: + 358 400 638 839 e-mail: [email protected]
CARNEGIE INVESTMENT BANK AB Iiris Theman Tel. +358 9 6187 1241 e-mail: [email protected]
EVLI PANKKI OYJ Joonas Häyhä Tel. +358 9 4766 9662 e-mail: firstname.lastname @evli.com POHJOLA PANKKI OYJ Niclas Catani Tel. +358 10 252 8780 e-mail: [email protected]
INDERES OY Sauli Vilen Tel. +358 44 0258 908 e-mail: [email protected]
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