Governance Information • Mar 28, 2023
Governance Information
Open in ViewerOpens in native device viewer
| Introduction 2 |
|---|
| Descriptions concerning Corporate Governance 2 |
| Annual General Meeting 3 |
| Shareholders' Nomination Board 3 |
| Board of Directors 4 |
| Committees 7 |
| President and CEO 8 |
| Management Team 9 |
| Internal control and risk management systems related to the financial reporting process 9 |
| Internal control 9 |
| Risk management10 |
| Other information to be provided in the CG Statement 11 |
| Internal audit11 |
| Related-party transactions 11 |
| Main procedures relating to insider administration12 |
| Auditing 12 |
This Corporate Governance Statement 2022 of Aspocomp Group Plc has been prepared in accordance with the requirements laid down in the Finnish Corporate Governance Code 2020. Aspocomp's Board of Directors has approved this Corporate Governance Statement at its meeting held on March 15, 2023. The statement has been issued separately from the Report of the Board of Directors. The Corporate Governance Statement is available on the company's Internet site at www.aspocomp.com.
Aspocomp complies with the Corporate Governance Code 2020 recommendations as written and without any deviations.
Aspocomp's Corporate Governance principles are based on applicable legislation and the company's Articles of Association. Aspocomp complies with, among others, the Finnish Companies Act, other Finnish rules and regulations applying to listed companies, Aspocomp's Articles of Association, the working orders of the Board of Directors and its committees, the policies and other internal guidelines of the company, the rules and guidelines issued by the European Securities and Markets Authority, the Finnish Financial Supervisory Authority and Nasdaq Helsinki Ltd as well as the Finnish Corporate Governance Code issued by the Securities Market Association. The Finnish Corporate Governance Code 2020 issued by the Securities Market Association is publicly available from, for instance, www.cgfinland.fi/en.
Aspocomp Group Plc is a Finnish public limited company; the duties and responsibilities of the company's management bodies are defined according to the regulations observed in Finland as well as the company's corporate governance principles. The Group comprises the parent company Aspocomp Group Plc and the subsidiaries it owns directly in Finland and abroad. The company is domiciled in Helsinki, Finland.
Aspocomp uses a unitary board structure. The administrative bodies of Aspocomp – the General Meeting, the Board of Directors, and the CEO – are in charge of the governance and operations of the company as set out in the Finnish Companies Act. Aspocomp's highest decision-making body is the General Meeting, where shareholders participate in the supervision and control of the company and exercise their right to speak and vote. The Shareholders' Nomination Board prepares proposals concerning the number, composition, and remuneration of the Board of Directors to the General Meeting. The Board is responsible for the administration and the proper organization of the operations of the company. The AGM elects the Board of Directors, which in turn appoints the CEO. The CEO is responsible for the operational management of the company. Members of the Management Team assist the CEO in the company's operative management and report to him/her. In addition, the company has an auditor elected by the AGM for a term of one year; the auditor serves an important role as an auditing body appointed by shareholders.
Shareholders may exercise their decision-making power at the General Meeting. The Annual General Meeting decides on the matters covered by the Finnish Companies Act and the Articles of Association of the company, which include the election of the Board members and the Auditor, the adoption of the financial statements, and the resolution on discharging the Board members and the CEO from liability, as well as the resolution on distribution of profit. Aspocomp's Annual General Meeting will be held each year on the day determined by the Board, but no later than the end of June. An Extraordinary General Meeting can be held when necessary.
Once the Board of Directors has decided to convene a General Meeting, Aspocomp will publish the Notice of Meeting no earlier than three months prior to the record date and no later than three weeks prior to the meeting on the company's website and as a stock exchange release. The Notice of AGM includes among other matters the proposals concerning the composition and remuneration of the Board of Directors as well as the proposal for the auditor.
Each shareholder has the right to participate in a General Meeting, provided that he/she is registered in Aspocomp's shareholder register on the record date of the meeting and that she/he follows the instructions given in the Notice of Meeting. Each share carries one vote at a General Meeting. When votes are taken, the proposal for which more than half of the votes were given usually becomes the resolution of the General Meeting, as prescribed by the Limited Liability Companies Act.
Shareholders are entitled to have an issue placed on the agenda of the Annual General Meeting, provided that the issue can be decided upon by the Annual General Meeting according to the Limited Liability Companies Act. The request must be submitted in writing to the Board of Directors early enough that the issue can be included in the meeting notice. Aspocomp shall disclose in due time on its website the date by which a shareholder must notify the company's Board of an issue that she or he demands to be addressed at the General Meeting. The date shall be published no later than by the end of the financial period preceding the General Meeting.
As a rule, the company holds that the Chairman of the Board, all members of the Board of Directors, the CEO and the Auditor are to be present at the Annual General Meeting. In addition, the director candidates should, as a rule, be present at the Annual General Meeting where they are elected. However, if one or more of these people are unable to attend, Aspocomp will notify the General Meeting of their non-attendance.
The decisions of the AGM will be announced in a stock exchange release without undue delay after the meeting. The minutes of the General Meeting shall be made available on the company's website (www.aspocomp.com) within two weeks of the General Meeting. All General Meeting documents shall be archived on Aspocomp's website for at least five years.
The Annual General Meeting 2022 was held on April 26, 2022, in Espoo, Finland. 10 shareholders were present at the General Meeting either in person, by legal representative or by proxy, representing a total of 1,926,126 shares and votes, which corresponds to approximately 28 percent of all shares and votes in the company. The decisions of the AGM were published in a stock exchange release after the meeting.
The Annual General Meeting, held on April 26, 2022, decided, based on a request by the significant shareholders of the company, that a Shareholders' Nomination Board will be established for the company to prepare proposals concerning the composition and remuneration of the Board of Directors to the General Meeting. It was decided that the Nomination Board shall serve until further notice until the General Meeting decides otherwise. Further, the Annual General Meeting adopted the Rules of Procedure for the Shareholders' Nomination Board.
The Nomination Board comprises three members of whom each of the company's three largest shareholders is entitled to appoint one member. The company's largest shareholders holding the appointment right are determined annually based on the ownership information registered with the company's shareholder register on the first business day of September. In addition, the Chairman of the company's Board of Directors shall serve as an expert member of the Nomination Board unless he or she is appointed as an ordinary member of the Nomination Board. The Nomination Board shall elect a chairman from among its members, and thereafter the Board will be convened by him or her. The members of the Nomination Board shall be appointed annually, and their term shall expire at the time new members of the Board have been appointed. The shareholders' representatives participating in the activities of the Nomination Board will not be entitled to remuneration.
Responsibilities of the Nomination Board include the following:
The Working Order of the Shareholders' Nomination Board is available in its entirety at the company's Internet site www.aspocomp.com.
The Nomination Board shall share its proposal to the Board of Directors annually and at the latest on January 31 preceding the respective Annual General Meeting. The proposal is published in the notice of the AGM. In addition, the Nomination Board shall present and explain its proposal to the AGM.
The members appointed to Aspocomp's Shareholders' Nomination Board in September 2022 are:
Details regarding Päivi Marttila can be found in the Board of Directors section, page 5. Kyösti Kakkonen, born 1956, kauppaneuvos (Finnish honorary title), CEO of Kakkonen-Yhtiöt Oy, Honorary Consul of Hungary.
Details regarding Mikko Montonen can be found in the Management Team section, page 9.
In 2022, the Nomination Board convened once, and all members attended the meeting. The Nomination Board's proposal was published in the notice of the Annual General Meeting on March 16, 2023.
The Annual General Meeting elects annually all the members of the Board of Directors for a term of one year and decides on their remuneration. The term of office of the Board members ends at the next AGM following their election. The Shareholders' Nomination Board prepare proposals concerning the composition, the number of members and remuneration of the Board of Directors to the General Meeting. After the Annual General Meeting, the Board elects the Chairman and the Vice Chairman from among its members for a full term of office.
Aspocomp's Board of Directors made proposals to the AGM held on April 26, 2022, concerning the members of the Board, their number and remuneration, in accordance with the practice followed in the preparation of previous proposals, before the AGM 2022.
As set out in Aspocomp's Articles of Association, the company's Board of Directors shall consist of no less than three to no more than eight members. For the proposal regarding the composition of the Board, the independence requirements specified in the Corporate Governance code, the diversity principles of the Board, the evaluation results of the Board's activities and other applicable provisions and regulations are taken into account. In addition, it is taken into account that both genders are represented in the composition, and the Board members have the competence, skills and experience required by the position, as well as have the possibility to devote a sufficient amount of time to their duties.
During January 1-April 26, 2022, the Board consisted of four members: Päivi Marttila as Chairman of the Board, Kaarina Muurinen as Vice Chairman of the Board and Jukka Huuskonen and Anssi Korhonen as members of the Board.
The AGM held on April 26, 2022, decided to set the number of Board members at four in line with the proposal of the Board of Directors and reelected the current members of the Board, Päivi Marttila, Kaarina Muurinen, Jukka Huuskonen and Anssi Korhonen. From amongst its members the Board reelected Päivi Marttila as Chairman of the Board and Kaarina Muurinen as Vice Chairman. The term of office of the members of the Board ends at the conclusion of the AGM in 2023. The Board of Directors' composition and shareholdings as at December 31, 2022 are presented in the table below.
| Member | Share | |||||
|---|---|---|---|---|---|---|
| Member | Born | Education | Nationality Main occupation | since | holdings * | |
| Päivi Marttila Chairman |
1961 | M.Sc. (Econ.) | Finnish | non-executive director | 2013 | 40,697 |
| Kaarina Muurinen Vice Chairman |
1958 | M.Sc. (Econ.) | Finnish | Vaisala Plc, CFO | 2015 | 0 |
| Jukka Huuskonen | 1964 | B.B.A. | Finnish | Admiwin Oy, Partner, CEO and Chairman |
2021 | 0 |
| Anssi Korhonen | 1965 | M.Sc. (Eng.) | Finnish | Pibond Oy, Director | 2021 | 0 |
* The shareholdings also include potential shares held by the Board members related parties and controlled organizations.
Diversity is an essential component of the achievement of Aspocomp's strategic objectives and good governance at the company. The principles of diversity in the composition of the Board of Directors aim to strengthen the efficient and optimal work and cooperation of the Board of Directors, promote open and effective discussions both within the Board and with the operational management, and enable decision-making based on different and complementary views and knowledge. When preparing proposals on the composition of the Board, it is verified that the Board members are sufficiently diverse in terms of their professional and educational backgrounds as well as age and gender distribution; Board members need to have diverse and mutually complementary expertise, experience and capabilities that correspond effectively to Aspocomp's business and strategic requirements set by both current and emerging demands. A sufficient number of members of the Board of Directors contributes to the diversity of the composition of the Board of Directors and the fulfillment of the conditions for independence of the Board of Directors. Board diversity entails directors of both genders. The goal is to maintain the current balanced gender representation in the Board also in the future, so that at least 25% of Board members are always men and women.
The Board's diversity goals have been met well. The Board elected at the AGM 2022 consists of four members, and the composition of the Board is considered to be balanced, diverse and in line with the set goals in terms of all aspects of the company's diversity goals. The representation of both genders in the Board continues to be balance: both genders have 50% representation in the Board. In accordance with the set goals, both genders have been represented in Aspocomp's Board of Directors since 2013. The ages of Board members are evenly distributed between 57 and 64. All Board members have a university degree, either in economics or technology. They have all worked or are working on the Boards of Directors and/or in the management of listed or unlisted companies. The Board members also have international work experience.
The majority of the directors must be independent of the company. At least two directors who are independent of the company must also be independent of the significant shareholders of the company. Aspocomp's Board of Directors evaluates yearly the independence of its members in accordance with the Finnish Corporate Governance Code, and the evaluation is presented in the company's Corporate Governance Statement. Up-to-date information on the independence of directors is presented on the company's website if factors affecting the independence change during the year. All Board members and Board candidates are obligated to provide the Board with the information necessary to evaluate their independence.
In its organization meeting held after the Annual General Meeting 2022, the Board of Directors performed an evaluation of Board members' independence. According to the evaluation, all Board members are independent of the company and the company's major shareholders. The Board members' independence is disclosed in the table below.
| Independent of | Independent of the | ||
|---|---|---|---|
| Member of the Board of Directors | the company | main shareholders | |
| Päivi Marttila, Chairman | Yes | Yes | |
| Kaarina Muurinen, Vice Chairman | Yes | Yes | |
| Jukka Huuskonen | Yes | Yes | |
| Anssi Korhonen | Yes | Yes |
The Board is responsible for the administration and the proper organization of the operations of the company. In addition, the Board is responsible for the proper organization of accounting and financial management. The Board directs and supervises the company's executive management, appoints and dismisses the President and CEO, approves the company's strategic objectives and risk management principles, and ensures the operation of the management system. The duty of the Board of Directors is to promote the best interests of the company and all its shareholders. A director does not represent the interests of the parties who proposed his or her election as a director.
The Board holds regular meetings that are chaired by the Chairman. The Board of Directors assembled 12 times in 2022. The overall meeting participation rate was 100%. The CEO and CFO also participate in the meetings. Other Management Team members attend the meetings when necessary.
| Number of Board | Attendance | |
|---|---|---|
| Member of the Board | meetings attended | percentage |
| Päivi Marttila, Chairman | 12/12 | 100% |
| Kaarina Muurinen, Vice Chairman | 12/12 | 100% |
| Jukka Huuskonen | 12/12 | 100% |
| Anssi Korhonen | 12/12 | 100% |
The Board of Directors has confirmed a written charter for the Board of Directors' duties, the matters it deals with, its meeting practice and its decision-making procedure. In addition to the Articles of Association, Finnish legislation and other regulations, Aspocomp's Board of Directors complies with a Working Order. Meetings may, if necessary, be held as conference calls or e-mail meetings. All meetings are documented. A member of the Board must recuse himself or herself from deliberations relating to an issue between him/her or his/her controlled entity and the company. Decisions are made on a simple majority basis, and when the votes are even, the Chairman has the casting vote. When the votes for election of the Chairman are even, the Chairman is elected by drawing lots.
The Charter of Aspocomp's Board of Directors is available in its entirety on the company's Internet site www.aspocomp.com.
Aspocomp's CEO, assisted by the Management Team, ensures that all Board members have access to sufficient information about the company's business operations, strategy, operating environment, and financial position to discharge their duties, and that new members are properly introduced to the operations of the company.
In order to ensure and develop the efficiency and continuity of its work, Aspocomp's Board conducts an evaluation of its operations and working methods annually. The purpose of the evaluation is also to assess the composition of the Board and define qualifications for any new Board members.
The Board of Directors may also decide to establish an Audit, a Nomination and/or a Compensation Committee if necessary, to prepare such matters more effectively. The Board of Directors shall confirm the main duties and operating principles of each committee in a written charter. The committees report on their work to the Board of Directors. They have no decision-making authority of their own, and the decisions within their competence are taken collectively by the Board. Each committee must have at least three members. The members of the committee must have the expertise and experience required for the duties of the committee. The majority of committee members must be independent of the company. At least one member of the Audit Committee must be an independent individual with special expertise in accounting, bookkeeping, or auditing. All meetings need to be documented and the committees must report regularly on their work to the Board. Minutes of committee meetings are to be submitted to the Board. The Board of Directors appoints the Chairman and members of the committee from amongst its number after the end of the Annual General Meeting for a term of one year. If an Audit committee is not established, the Board of Directors itself will perform the tasks assigned to the committee.
In its organization meeting held after the Annual General Meeting on April 26, 2022, the Board of Directors decided that an Audit Committee will not be established and that the Board will attend to the duties of the committee of its own.
The working order is available in its entirety on the company's Internet site at www.aspocomp.com.
As of May 15, 2014, Mikko Montonen has been the President and CEO of Aspocomp Group Plc as well as the Chairman of the Management Team. Details concerning Mikko Montonen can be found in the Management Team section, page 9 of this report.
The CEO is responsible for managing and developing the business operations of the company, and for the day-to-day management of the company in line with the guidelines given by the Board of Directors. In addition, the CEO is responsible for the legality of the company's accounting and reliable organization of the company's financial management as well as ensuring that the company has adequate management resources and that its administration is appropriate. The CEO prepares matters to be handled at Board meetings and reports to the Board.
The Board appoints the CEO and decides on the terms and conditions and all financial benefits of the CEO's employment. In addition, the Board of Directors ensures that the remuneration of the CEO under the contract complies with the company's valid remuneration policy for governing bodies.
The written CEO's contract, approved by the Board of Directors, specifies the terms and conditions of the CEO's employment and all financial benefits.
The Deputy to the CEO and President is Mr. Antti Ojala, COO. Details concerning Antti Ojala can be found in the Management Team section, page 9 of this report.
The Management Team holds regular meetings that are chaired by the CEO. The Management Team monitors the company's business performance and risk management, as well as reviews investment proposals, business plans and annual plans and incentive programs prior to their submission to the Board. The Board of Directors appoints the Management Team members on the proposal of the CEO and decides on their remuneration. The Management Team is responsible for assisting the CEO and providing support in the preparation and implementation of the strategy, operating plans, and other major matters. The other members of the Management Team (excluding the CEO) do not have any powers under law or the Articles of Association. The Management Team's composition and shareholdings in Aspocomp Group Plc as at December 31, 2022 are presented in the table below.
| Natio- | Member | Share | ||||
|---|---|---|---|---|---|---|
| Member | Born | Education | nality | Position at Aspocomp | since | holdings * |
| Mikko Montonen | 1965 | M.Sc. (Tech.) |
Finnish | President and CEO | 2014 | 390,000 |
| Antti Ojala | 1979 | M.Sc. (Eng.) |
Finnish | COO and Deputy to CEO | 2013 | 5,733 |
| Ari Beilinson | 1963 | M.Sc. (Econ.) |
Finnish | VP, Sales and Marketing | 2019 | 488 |
| Jouni Kinnunen | 1960 | diploma in Business & Administration |
Finnish | CFO | 2011 | 5,757 |
| Mitri Mattila | 1973 | M.Sc. (Eng.) |
Finnish | CTO | 2018 | 3,733 |
| Shareholdings, total | 405,711 * |
* The shareholdings also include potential shares held by the Management Team's related parties and controlled organizations
Aspocomp's internal control and risk management model associated with its financial reporting process aims to ensure that the company's operations comply with current laws and regulations, the company's operating principles and other requirements set for listed companies. In addition, the objective is to ensure that the financial reports published by the company give a true view of the company's performance and financial position. In addition, the objective is to ensure that the Board and management have accurate and sufficient information about the company's financial position, risks impacting on future performance and the implementation of strategy. The Board is responsible for the proper and effective arrangement of internal control and risk management. The Board monitors that the CEO attends to the day-to-day business operations and administration of the company in accordance with the instructions and regulations issued by the Board of Directors.
Internal control seeks to maintain the reliability of financial reporting. The objective is to ensure efficient implementation of the company's strategy and effective operations, assure compliance with internal instructions, policies and laws and regulations as well as achieve accurate financial reporting and prevent fraud and other misconduct. Internal control is an integral part of the company's administration and management systems. It is not a separate process, but as part of the company's activities it covers all the company's policies, guidelines and systems.
The Board is responsible for organizing internal control. The CEO takes care of the practical arrangement of the control and reports on it to the Board. In accordance with the company's internal control principles, all significant tasks, transactions and meetings, including the decisions made, are documented, IT and other support systems are used efficiently and appropriately, and information security is arranged properly.
Accounting and financial reporting of the Group's parent company is centralized into one ERP system, which supports the business processes. Foreign subsidiaries' accounting is handled by external accounting firms, taking into account the specific legal and auditing requirements of each country. Each subsidiary submits a monthly report on account-level expenses, which is reviewed and approved prior to their payment. Reports from the system are used in decision making and control in management and support processes. Several control points are defined at different levels of reporting (subsidiaries, parent company, Group). These controls include approval procedures, reconciliations and analyses of financial information to detect errors and thereby ensure the correctness of the information received from the system.
The Board reviews and approves the company's interim reports, half-year reports, financial statement bulletins, financial statements and the report of the Board of Directors before publication.
The Management Team, which is responsible for line operations, and the company's other teams regularly follow all key performance indicators to ensure the correctness of the financial information. On a monthly basis, the Board receives a standard-format profit and loss report as well as a cash flow status report, including both actual and forecast figures.
The Audit Committee or, if no Audit Committee has been established, the Board itself inspects the company's financial administration and internal control processes as well as reviews the audit efforts of the company's independent auditors. The actual internal control materializes in management processes as personnel acts based on instructions to reach operative targets. The targets determine the necessary actions and related risks. Instructions are used to steer actions and compliance with them is monitored as part of operational activity and management. In order to secure an efficient and functional internal control environment, the company seeks to ensure transparency, fairness, correctness and timeliness of internal and external communications.
The company's policies and other instructions and regulations adopted by the Board of Directors are kept up-to-date and regularly communicated to all those concerned. The company's Policies document defines representation and approval rights, HR policies and approval of employee benefits, pricing, payment term and credit policies as well as approval procedures for expenses. In addition, it defines instructions for preparing and handling agreements, instructions for IT usage and IT security and principles of risk management and insurance coverage. The Finance Manual provided to the financial staff includes accounting instructions, principles and instructions for management reporting and external reporting, as well as defines the internal controls in bookkeeping and reporting processes including responsibilities. Aspocomp's Code of Conduct defines the basic requirements of our business practices and guides our employees to act responsibly and ethically in their daily work. The Treasury Policy defines the objectives of Aspocomp's financing activities, division of responsibilities, operating principles, financial risk management principles as well as monitoring and reporting principles. The Privacy Policy (GDPR) and related training are designed to ensure that the company's personnel process personal data confidentially and carefully as well as in accordance with applicable Finnish law and EU Data Protection Regulation requirements. Aspocomp's Disclosure policy describes the company's key principles and information practices and other external communication practices that the company pursues in investor relations and financial reporting.
Risk management is an integral element in Aspocomp's business management, strategic planning and operational goal setting. The task of risk management is to identify, manage and track major risks in the company's business and business environment to enable the company to achieve its strategic and financial goals in the best possible way. Identified risks are assessed and prioritized according to their likelihood and their potential impact on the company's operations and financial performance.
When deciding on the company's strategy, the Board of Directors reviews the company's major risks and sets operative goals such that these risks are eliminated or minimized cost-effectively. Aspocomp's Management Team is responsible for day-to-day risk management. Risk management, processes and methods are discussed regularly at the Management Team meetings. As part of internal control, the achievement of the operative goals set for risk management is assessed and monitored. Aspocomp's Annual Report contains an evaluation of the material risks and uncertainties. In addition, the company's regular quarterly financial reporting describes the material short-term risks and uncertainties related to the business operations.
The company does not have a separate internal auditing organization or specific internal audit tasks. Aspocomp's external auditor takes this into consideration and audited the internal auditing procedures in 2022 in accordance with its audit plan.
Aspocomp complies with legislation concerning related-party transactions. Aspocomp's Board of Directors has defined the principles for monitoring and evaluating the company's related-party transactions. The principles determine Aspocomp's related parties, and the company keeps an up-todate record of the natural or legal persons that are Aspocomp's related parties. A related-party transaction means an agreement or other legal act between the company and its related party.
Aspocomp carries out transactions with its related parties only if they are in line with the purpose of the company's operations and the company's interests and have a commercial basis. When the company engages in transactions with its related parties, it will first ensure that these transactions are appropriate for the company and its shareholders and take into account the legislation relating to the monitoring, evaluation, decision-making and publication of related-party transactions. In addition, it will be ensured that no conflict of interest has influenced the decision or other act.
Members of the Management Team report to the CEO if they plan or detect planned related party transactions. A member of the Management Team, as specifically designated by the CEO, prepares reports and evaluations of each planned related-party transaction and the nature of its terms for the Management Team, taking the provisions on conflicts of interest into account. Each related party transaction and the nature of its terms is assessed on a case-by-case basis and in relation to the company's normal operations and customary commercial terms as well as generally respected and accepted market practices in the industry.
If the related-party transaction is clearly in the scope of the standard terms and conditions of the company's ordinary business operations, the CEO or, if necessary, the Management Team shall decide on the implementation of the related-party action, subject to conflict of interest provisions. Relatedparty transactions that are not part of the company's course of business or are made in deviation from customary commercial terms require a decision of the Board of Directors to be carried out. In such cases, the CEO presents the reports and evaluations to the Board of Directors/Audit Committee for consideration and decision. The Board of Directors may also, if necessary, defer the decision on the related-party transaction to the General Meeting, requiring a majority of the votes of shareholders who are not related parties to the matter at hand.
The CEO shall report all related-party transactions annually to the Board of Directors/Audit Committee. The Board of Directors shall monitor and evaluate how contracts and other legal transactions between the company and its related parties comply with the legal requirements for being part of the company's ordinary business and market terms and conditions. Decision-making complies with the conflict of interest provisions of the Finnish Limited Liability Companies Act.
The company reports on related-party transactions annually in the Annual Report and in the notes to the Financial Statements as required by the Companies Act and the regulations governing the preparation of the financial statements. The company publishes related-party transactions as required by the Securities Markets Act, the stock exchange rules and the Market Abuse Regulation.
In 2022, Aspocomp did not carry out any significant transactions with related parties that would have deviated from the company's ordinary course of business or would not have been carried out under customary commercial terms (no related-party transactions in 2021).
Aspocomp complies with the EU and Finnish regulations concerning insiders and Nasdaq Helsinki's Guidelines for Insiders. These are supplemented with Aspocomp's Insider Rules approved by the Board of Directors, which have been drawn up in compliance with the above laws and regulations, and also include company-specific clarifications.
The company's Board of Directors, the CEO and the Management Team members are designated as persons with an obligation to disclose their transactions at Aspocomp. The company maintains a list of executives and their related parties. The managers (persons discharging managerial responsibilities) and their related parties are obligated to inform Aspocomp and the Finnish Financial Supervisory Authority of transactions they make with Aspocomp's financial instruments such as shares in accordance with the Market Abuse Regulation (EU), MAR. Transactions by Aspocomp's management and persons closely associated with them are disclosed in accordance with MAR.
A closed period of 30 days prior to the publication of the company's financial statement bulletins, halfyear reports and interim reports (so-called "closed window") is applied to specific members of management at Aspocomp. During the closed period, the management is not allowed to trade Aspocomp's securities. The closed period also applies to the persons involved in the preparation, drafting or publication of those reports. Information on closed periods is provided annually on Aspocomp's website at www.aspocomp.com/investorcalendar.
A project-specific insider list is established for projects involving insider information. Persons on the list cannot trade in financial instruments in Aspocomp during the project.
The CEO is responsible for insider affairs, training and decisions to set up registers for insider projects. The company monitors that the insider rules are followed and ensures that all persons who have access to insider information recognize the legal and regulatory obligations related to this and are aware of applicable penalties for insider trading and illegal disclosure of insider information.
All persons employed by Aspocomp may report any suspected infringement of internal or external norms and regulations, such as activities in contravention of business principles or the insider guidelines, through an independent channel within the company (and anonymously if they wish). Reports are investigated in confidence and without delay.
In 2022, no offence notifications were made (no offence notifications in 2021).
According to the Articles of Association Aspocomp has one auditor, who must be a public accountant authorized by the Central Chamber of Commerce of Finland. The Annual General Meeting elects the auditor and decides on the compensation paid to them. The auditor's term of office covers the current fiscal year and expires at the close of the following Annual General Meeting. The Board prepares the election process for the auditor. In the statutory audit, the auditor is responsible for auditing the company's accounting records, report of the Board of Directors, financial statements and administration. The auditor issues the auditor's report required by law to the company's shareholders in connection with the company's financial statements.
On April 26, 2022, Aspocomp's AGM reelected Authorized Public Accountants PricewaterhouseCoopers Oy as the company's auditor for a term of office ending at the closing of the following AGM. Mikko Nieminen, Authorized Public Accountant, acts as the company's main auditor.
| Auditing fees | 2022 | 2021 |
|---|---|---|
| PWC, actual audit | 63 000 | 61 136 |
| PWC, other services | 15 165 | 23 546 |
| Total | 78 175 | 84 682 |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.