Governance Information • Feb 21, 2017
Governance Information
Open in ViewerOpens in native device viewer
CapMan Plc ("CapMan") complies, in accordance with comply or explain principle, with the Finnish Corporate Governance Code 2015 (the "CG Code") for listed companies issued by the Securities Market Association and entered into force on 1 January 2016. Furthermore, CapMan's corporate governance is in compliance with the laws of Finland, its articles of association and the rules and directions of Nasdaq Helsinki Ltd. This Corporate Governance Statement (the "Statement") has been prepared in compliance with the CG Code's Corporate Governance reporting guidelines A pertaining to the Corporate Governance Statement. The CG Code as a whole is publicly available on the website of the Securities Market Association at www.cgfinland.fi.
The Statement is reviewed by the Audit Committee of CapMan's Board of Directors (the "Board") and it is issued separate from the report by the Board. CapMan's auditor PricewaterhouseCoopers Oy has checked that the Statement has been issued and that the description of the main features of the internal control and risk management systems pertaining to the financial reporting process contained in the Statement is consistent with the Financial Statements.
For further information regarding CapMan's corporate governance, please visit the company's website at www.capman.com/investors/ corporate-governance/capman-plc-governance/.
All members of the Board are elected by the general meeting. There is no specific order for the appointment of Board members in the articles of association. According to the articles of association, the Board comprises at least three and at most nine members, who do not have deputies. Members are elected for a term of office of one year, which starts at the close of the general meeting at which they were elected and ends at the close of the AGM following their
election. The Board elects a Chairman and a Vice Chairman from among its members.
The AGM held on 16 March 2016 elected five members to the Board. Mr Claes de Neergaard, Mr Karri Kaitue, Ms Nora Kerppola and Mr Ari Tolppanen were re-elected to the Board. Mr. Dirk Beeusaert was elected to the Board of Directors as a new member. The Board elected from among its members Karri Kaitue as the Chairman of the Board and Nora Kerppola as the Vice Chairman of the Board.
The composition of the Board of Directors is diverse pertaining to the age and gender as well as the professional, educational and international background of its members. The objective of the company is to maintain the diversity of its Board of Directors in the current extent, taking into account the competences of member candidates that are relevant for CapMan's business, such as knowhow of the financial sector. The principles concerning the diversity of CapMan's Board of Directors are defined in accordance with the CG-Code's recommendation 9.
The biographical details of the directors are presented in the table on page 19.
The Board has in its organizing meeting on 16 March 2016 assessed its members' independence of the company and of its significant shareholders.Dirk Beeusaert, Karri Kaitue, Nora Kerppola and Claes de Neergaard were independent of both the company and its significant shareholders. Ari Tolppanen, CapMan Buyout's Senior Advisor, was non-independent of both the company and its significant shareholders.
Shares and share-based rights of each director and corporations over which he/she exercises control in the company and its group companies are presented in the table on page 15.
Under the Finnish Companies Act and CapMan's articles of association, the Board is responsible for the administration of the company and the proper organisation of its operations. The Board is also responsible for the appropriate arrangement of the control of the company's accounts and finances. The Board has confirmed a written charter for its work, which describes the main tasks and duties, working principles and meeting practices of the Board, and an annual self-evaluation of the Board's operations and working methods.
In accordance with the charter, the main duties of the Board are:
GROUP 2016
The Chairman of the Board ensures and monitors that the Board fulfils the tasks appointed to it under legislation and by the company's articles of association.
In 2016, the Board of Directors met sixteen (16) times. The Board had Fifteen (15) meetings for the Board elected by the 2016 AGM and one (1) meeting for the Board elected by the 2015 AGM. The table on page 15 presents Board members' attendance at the meetings in 2016.
The committees are generally established and the committee members elected in the Board's organising meeting to be held after the AGM from among its members for the same term as the Board. The charters for each committee shall be confirmed by the Board and the minutes of the meetings shall be delivered to the Board for information. The committees do not have autonomous decision-making power but the Board makes the decisions within its competence collectively.
In its organising meeting held on 16 March 2016, CapMan's Board of Directors established Audit, Nomination and Remuneration Committees.
The Audit Committee has been established to improve the efficient preparation of matters pertaining to financial reporting and supervision.
The duties of the Audit Committee include:
The Board has in its organising meeting on 16 March 2016 re-elected Nora Kerppola (Chairman) and Karri Kaitue as members of the Audit Committee. Claes de Neergaard was elected to the Audit Committee as a new member. The number of the Committee members increased from two to three members. In 2016, the Committee met four (4) times in this new composition and once (1) in the composition elected by the Board of Directors in 2015. The table on page 15 presents the Committee members' attendance at the meetings.
The Nomination Committee has been established to improve the efficient preparation of matters pertaining to the nomination and remuneration of Board members. The main duty of the Committee is to give proposals to the AGM on the composition of the Board and on the remuneration of the Board members.
The Board has in its organising meeting on 16 March 2016 re-elected Karri Kaitue (Chairman) and Ari Tolppanen as members of the Nomination Committee. Dirk Beeusaert was elected to the Nomination Committee as a new member instead of Koen Dejonck-
heere. In 2016, the Committee did not meet in this new composi tion but met once (1) in the composition elected by the Board of Directors in 2015. The table on page 15 presents the Committee members' attendance at the meetings.
The Remuneration Committee has been established to improve the efficient preparation of matters pertaining to the remuneration and appointment of the CEO and other executives of the company as well as the remuneration policy covering the company's other personnel.
The main duty of the Remuneration Committee is to assist the Board by preparing the Board decisions concerning:
The Committee shall further contribute to:
The Board has in its organizing meeting on 16 March 2016 re-elect ed Karri Kaitue (Chairman) and Claes de Neergaard as members of the Remuneration Committee. Dirk Beeusaert was elected to the Remuneration Committee as a new member instead of Koen Dejonckheere. In 2016, the Committee met three (3) times in this new composition and two (2) in the composition elected by the Board of Directors in 2015. The table on page 15 presents the Committee members' attendance at the meetings.
| Na me |
Pe l in for tio rso na ma n |
Sh nd sha bas ed rig hts are s a re- |
Att da at en nce |
Att end at an ce |
|---|---|---|---|---|
| of 3 1 D 20 16 as ec |
the Bo ard eet ing m s |
the Co itte eet ing mm e m s |
||
| Ka rri Ka itu e |
Ch air f th e B d s inc e 7 Au st 2 01 3. gu ma n o oar |
0 | 16 /16 |
Au dit Co itte e:5 /5 mm |
| Vic e C ha irm of t he Bo ard du rin 20 M h – 7 Au st 2 01 3. an g arc gu |
No mi nat ion Co itte 1/1 mm e: |
|||
| of t 20 12 Me mb he Bo ard sin er ce |
n C : 5/ Re atio mit tee 5 mu ner om |
|||
| Bo 196 4, LL. Lic rn |
||||
| Ma in o tio Bo ard ofe ssi l. ccu pa n: pr ona |
||||
| Ch air f th e N ina tio n C mit d R tio n C mit tee tee ma n o om om an em un era om , |
||||
| mb of t he Au dit Co itte me er mm e. |
||||
| of t nifi Ind de nt he nd sig t s har eh old ep en com pan y a can ers |
||||
| No Ke ola ra rpp |
Vic e C ha irm of t he Bo ard sin 7 A ust 20 13 an ce ug |
10 00 0 , |
13 /16 |
Au dit Co itte 5/5 mm e: |
| of t 20 11 Me mb he Bo ard sin er ce |
||||
| Bo 196 4, MB A. rn |
||||
| Ma in o tio Ma ing Di tor of No rdi c I stm ent Gr Oy ccu pa n: nag rec nve ou p |
||||
| Ch air f th e A ud it C mit tee ma n o om , |
||||
| Ind de nt of t he nd sig nifi t s har eh old ep en com pan y a can ers |
||||
| Cla de Ne d es erg aar |
Me mb of t he Bo ard sin 20 11 er ce |
7, 00 0 |
15 /16 |
Au dit Co itte e: 3 /4 mm |
| Bo 194 9, M.S ( Eco n.) rn c. |
Re atio n C mit tee : 5/ 5 mu ner om |
|||
| ofe Ma in o tio Bo ard ssi l an d c ulta nt. ccu pa n: pr ona ons |
||||
| Me mb of t he Au dit Co itte nd the Re atio n C mit tee er mm e a mu ner om |
||||
| Ind de nt of t he nd sig nifi t s har eh old ep en com pan y a can ers |
||||
| Ari To lpp an en |
Me mb of t he Bo ard sin 20 13 er ce |
7, 02 4, 79 4 |
16/ 16 |
No mi ion Co itte 1/1 nat mm e: |
| Bo 195 3, M.S ( Eng .). rn c. |
||||
| Ma in o tio Se nio r A dvi of Ca Ma n B wit h C Ma inc e 1 98 9. ut, ccu pa n: sor p uyo ap n s |
||||
| Me mb of t he No mi nat ion Co itte er mm e. |
||||
| No n-i nd de Bo ard ber nt ep en m em |
||||
| Dir k B rt* eeu sae |
Me mb of t he Bo ard sin 20 16 er ce |
0 | 15 /15 |
No mi nat ion Co itte e: 0 /0 mm |
| Bo 196 4, Ma r of La ( LL. M. ) a nd Ma r's deg in Ta x L d A ing ste ste unt rn ws ree aw an cco |
Re atio n C mit : 3/ 3 tee mu ner om |
|||
| Ma in o tio Ge al c l ar NV ccu pa n: ner ou nse ge nx |
||||
| Me mb of t he No mi nat ion Co itte nd the Re atio n C mit tee er mm e a mu ner om |
||||
| Ind de of t he nd sig nifi har eh old nt t s ep en com pan y a can ers |
||||
| Ko en |
Me mb of t he Bo ard sin 20 10 unt il 2 01 6. er ce |
0 | 0/1 | No mi nat ion Co itte e: 0 /1 mm |
| De jon ckh e** eer |
Bo 196 9, MB A, M.S ( Eng .). rn c. |
Re atio n C mit : 1/ 2 tee mu ner om |
||
| Ma in o tio CE O o f G imv NV ccu pa n: |
||||
| Me mb of t he No mi ion Co itte nd the Re atio n C mit til 16 Ma rch 20 16 nat tee er mm e a mu ner om un |
||||
| Ind de of t he nd sig nifi har eh old nt t s ep en com pan y a can ers |
*) was elected as a new member at the AGM held on 16 March 2016
**) a member of the Board of Directors until the AGM held on 16 March 2016
GROUP 2016
The Board elects the company's CEO. The CEO's service terms and conditions are specified in writing in the CEO's service contract, which is approved by the Board. The CEO manages and supervises the company's business operations according to the Finnish Companies Act and in compliance with the instructions and authorisations issued by the Board. The CEO shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner. Generally, the CEO is independently responsible for the operational activities of the company and for day-to-day decisions on business activities and the implementation of these decisions. The CEO appoints the heads of business areas. The Board approves the recruitment of the CEO's immediate subordinates. The CEO cannot be elected as Chairmanof the Board.
In 2016, CapMan's CEO was Heikki Westerlund (born 1966, M.Sc. (Econ.)). His shares and share-based rights and those of the corporations over which he exercises control are presented in the table on page 16.
The main tasks of the Management Group consist of (i) coordination of team strategy, fundraising, resources as well as marketing and brand issues, (ii) implementation of decisions by the Board and the CEO/ Management Group, (iii) giving input by providing information for the decision making and participate in discussion, and (iv) spreading information within the teams as agreed in the Management Group. The composition of the Management Group, responsibilities and the shares and share-based rights of the members of the Management Group and of the corporations over which he/she exercises control are presented in the table on page 16.
| Na me |
Re nsi bili ties spo |
Pe l in for tio rso na ma n |
Sh nd sha bas ed rig hts are s a re- |
|---|---|---|---|
| of h m ber d c tio eac em an orp ora ns |
|||
| hic h h e/s he rcis ove r w exe es |
|||
| tro l as of 31 De c 2 01 6 con |
|||
| He ikk i W erl d est un |
CE O |
Bo 19 66 rn: |
Sh s: 2 97 2, 156 are , |
| Ed tio M.S ( Eco n.) uca n: c. |
20 13A tio 40 0, 00 0 -op ns: |
||
| 20 13 B-o tio 40 0, 00 0 p ns: |
|||
| 20 13C tio 40 0, 00 0 -op ns: |
|||
| Jer e B ix om ou |
He ad of S cal a F d A dvi un sor y |
Bo 19 71 rn: |
Sh s: 3 1, 25 0 are |
| Ed tio M.S ( Eco n.) uca n: c. |
20 13A tio 20 0, 00 0 -op ns: |
||
| 20 13 20 0, 00 0 B-o tio p ns: |
|||
| 20 13C tio 20 0, 00 0 -op ns: |
|||
| Nik isto o H aav |
CF O |
19 72 Bo rn: |
20 13A 20 0, 00 0 tio -op ns: |
| Ed tio M. Sc . ( Bu sin ) uca n: ess |
20 13 B-o tio 20 0, 00 0 p ns: |
||
| 20 13C tio 20 0, 00 0 -op ns: |
|||
| Mi ka Ma tik ain en |
He ad of Ca Ma n R eal Es tat p e |
Bo 19 75 rn: |
Sh s: 4 5, 00 0 are |
| Ed tio M. Sc . ( Eco n), uca n: |
|||
| M.S .Sc oc |
|||
| ård Ha Ch rist ian Da ll N ns yg |
He ad of Ca Ma n R ia p uss |
Bo 19 68 rn: |
Sh s: 3 1, 25 0 are |
| Ed tio M. Sc . ( Eco n), uca n: |
|||
| MB A, CE FA |
|||
| Ma rku s S j öh olm |
He ad of Ca Ma n B ut p uyo |
Bo 19 71 rn: |
Sh s: 2 81 25 0 are , |
| Ed tio M. Sc . ( Eco n), LL .M uca n: |
|||
| Joa kim Fr im od ig |
Dir ect or, |
Bo 19 78 rn: |
Sh s: 2 50 00 0 are , |
| Str ic G ate th Init iati g row ves |
( Ox ) Ed tio BA uca n: on |
20 13A 10 0, 00 0 tio -op ns: |
|
| 20 13 B-o tio 11 0, 00 0 p ns: |
|||
| 20 13C tio 12 0, 00 0 -op ns: |
|||
The internal control and risk management pertaining to the financial reporting process is part of CapMan's overall internal control framework. The key roles and responsibilities for internal control and risk management have been defined in the group's internal guidelines which are approved and updated by the management of the company.
CapMan's internal control and risk management concerning financial reporting is designed to provide reasonable assurance concerning the reliability, comprehensiveness and timeliness of the financial reporting and the preparation of financial statements in accordance with applicable laws and regulations, generally accepted accounting principles and other requirements for listed companies.
The aim of CapMan's internal control is to:
6.1 General description of the financial reporting process CapMan's business model is based on having a local presence in Finland, Sweden and Russia, and operating the organisation across national borders. CapMan's subsidiaries in six countries report their results on a monthly basis to the parent company. The accounting function is outsourced except for Finland.
Financial information is assembled, captured, analysed, and distributed in accordance with existing processes and procedures. The group has a common reporting and consolidation system that facilitates compliance with a set of common control requirements.
The group accounting maintains a common chart of accounts that is applied in all units. Subsidiaries submit their figures monthly to the group accounting where the figures are inserted to the group reporting system for consolidation. The reported figures are reviewed in subsidiaries as well as in group accounting. The group accounting also monitors the balance sheet and income statement items by analytically reviewing the figures. The consolidated accounts of CapMan are prepared in compliance with International Financial Reporting Standards (IFRS) as adopted by the EU.
6.2 Financial reporting process control and risk management The Board has the overall responsibility for the proper arrangement of internal control and risk management over financial reporting. The Board has appointed the Audit Committee to undertake the more specific tasks in relation to financial reporting process control such as monitoring the financial statements reporting process, the supervision of the financial reporting process and monitoring the efficiency of the company's internal control. The Audit Committee also reviews regularly the main features of the internal control and risk management systems pertaining to the financial reporting process.
The management of the group is responsible for the implementation of internal control and risk management processes and for ascertaining their operational effectiveness. The management is also responsible for ensuring that the company's accounting practices comply with laws and regulations and that the company's financial matters are managed in a reliable and consistent manner.
The CEO leads the risk management process by defining and allocating responsibility areas. The CEO has nominated the group's CFO as risk manager to be in charge of coordinating the overall risk management process. The risk manager reports to the Audit Committee on matters concerning internal control and risk management. The management has allocated responsibility for establishing more specific internal control policies and procedures to personnel in charge of different functions. Management and accounting department possess appropriate levels of authority and responsibility to facilitate effective internal control over financial reporting.
CapMan has defined financial reporting objectives in order to identi fy risks related to the financial reporting process. The risk assess-
ment process is designed to identify financial reporting risks and to determine how these risks should be managed. The control activities are linked to risk assessment and specific actions are taken to address risks and achieve financial reporting objectives. Financial reporting risks are managed through control activities performed at all levels of the organisation. These activities include guidelines and instructions, approvals, authorisations, verifi-
cations, reconciliations, analytical reviews, and segregation of duties. In the annual strategy process, the identified risks are reviewed, the risk management control activities are audited and effects of potential new identified risks on the strategy are evaluated.
CapMan has defined the roles and responsibilities pertaining to financial reporting as an essential part of group's information and communication systems. In terms of internal control and financial reporting informa-
tion, CapMan's external and internal information is obtained systematically, and the management is provided with relevant information on the group's activities. Timely, current and ac cessible information relevant for financial reporting purposes is provided to the appropriate functions, such as the Board, the management group and the monitoring team. All external communications are handled in accordance with the group disclosure policy, which is available on the company's website www.capman.com/investors/corporate-governance/disclosure/.
To ensure the effectiveness of internal control pertaining to financial reporting, monitoring activities are conducted at all levels of the organisation. Monitoring is performed through ongoing follow-up activities, separate evaluations or a combination of the two. Separate internal audit assignments may be initiated by the Board or management. The scope and frequency of separate evaluations depend primarily on the assessment of risks and the effectiveness of ongoing monitoring procedures. Internal control deficiencies are reported to the management, and serious matters to the Audit Committee and the Board.
The group accounting performs monthly consistency checks of income statement and balance sheet for subsidiaries and business areas. The group accounting team also conducts management fee and cost analysis, quarterly fair value change checks, impairment and cash flow checks as well as control of IFRS changes. The Audit Committee and the Board regularly review group-level financial reports, including comparison of actual figures with prior periods and budgets, other forecasts, monthly cash flow estimates and covenant levels. In addition, the Audit Committee monitors in more detail, among others, the reporting process (including the management's discretionary evaluations), risk management, internal control and audit.
The monitoring team is responsible for collecting the monthly reporting of the funds' portfolio companies, monitoring and forecasting fair value movements and preparing the models for and calculating carried interest income.
CapMan complies with the insider rules of the Market Abuse Regulation (596/2014) that came into force on 3 July 2016 and the guidelines for insiders issued by Nasdaq Helsinki. CapMan has supplemented the general insider guidelines with its own set of internal insider guidelines, which are partly stricter than the general rules. The Group's Compliance Officer is responsible for insider management.
CapMan has not maintained a permanent company-specific insider register after the Market Abuse Regulation (596/2014) that came into force on 3 July 2016. The information contained in the public insider register on 2 July 2016 is available on the company's webpage until 3 July 2017. CapMan maintains project-specific insider lists for the projects which may have a significant effect on the prices of the financial instruments issued by CapMan. These project-specific insider lists will be drafted and maintained in accordance with the Market Abuse Regulation and the internal policies.
As of 3 July 2016, CapMan has published a release regarding the transactions by managers and their closely associated persons with the financial instruments issued by CapMan in case the total value of all transactions exceeds EUR 5,000 within a calendar year. The total owning of CapMan's shares and share-based rights of each manager will be published as a part of the Annual Report as required in the CG Code. CapMan maintains a non-public listing of the managers and their closely associated persons. CapMan has determined the members of the Board of Directors and the Management Group (including the CEO) as managers defined in the Market Abuse Regulation.
The members of the Board of Directors and the Management Group and the employees of CapMan Group are not permitted to trade CapMan's shares and share-based rights without a pre-approval of the person responsible for insider management (compliance officer). Trading by the aforementioned personnel is completely forbidden in the 30-day period prior to publication of the company's financial results.
7.2 Decision-making procedure for Related Party Transactions The company only has insignificant related party transactions or transaction which have been made on market terms and, therefore, the company will not report on their decision-making procedure for related party transactions in accordance with the recommendation 28 of the CG Code.
In 2016, the audit fees paid to the auditor amounted to 261,000 euros and the fees related to other non-audit related services amounted to 299,000 euros.
CapMan has not organised internal audit as a separate function.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.