Governance Information • Mar 12, 2024
Governance Information
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The governance of Eezy Plc (the "Company" or "Eezy") complies with the Finnish Limited Liability Companies Act (624/2006, amendments), the rules pertaining to publicly listed companies, the Company's articles of association, and the rules and guidelines of Nasdaq Helsinki Ltd. In addition, the company complied with the Finnish Corporate Governance Code (2020) for listed companies (the "Corporate Governance Code") published by the Securities Market Association. The Corporate Governance Code is available on the Securities Market Association's website athttps://cgfinland.fi/en/ .
This statement has been prepared separately from the annual report of the Board of Directors. The statement is not updated over the course of the financial period, but the topics and other necessary and up-to-date investor details are presented on the Company's website athttps://eezy.fi/en/investors/ .
In line with the articles of association and the Limited Liability Companies Act, Eezy's administrative organs are the general meeting, the Board of Directors and the CEO. The Company's ultimate decision-making authority is exercised by the shareholders at general meetings. The Board of Directors and the CEO are responsible for management. The work of the Board of Directors is supported by the audit committee. The management team assists the CEO in managing the Company and the Group.
The general meeting is Eezy´s most highest decision-making body. The annual general meeting must be held by the end of June every year, and it must cover the matters within its remit according to the articles of association,
as well as shareholder's proposals made to the meeting. The Company's annual general meeting is usually held in March or April.
Extraordinary general meetings can be convened if necessary. The Board of Directors is also obliged to convene a general meeting if the auditor or shareholders holding at least 10% of the Company's shares demand such a meeting in writing in order to discuss a certain matter. An invitation to the meeting must be delivered within one month of receipt of the demand.
According to 's Eezy´s articles of association and the Finnish Limited Liability Companies Act:
At the general meeting, the following must be presented:
The following must be decided at the general meeting:
The following must be elected at the general meeting:
and:
• Any other business stated on the invitation to the meeting.
The invitation to the general meeting shall be delivered to the shareholders by publishing a notice on the Company's website no more than three (3) months and no less than three (3) weeks before the general meeting, and, under all circumstances, no less than nine (9) days before the record date stated in the Limited Liability Companies Act. The invitation to the meeting and the Board of Directors' proposals to the general meeting shall also be published as stock exchange releases. Invitations to general meetings and the documents presented to the general meeting and the decisions proposed by the Board of Directors or other competent organs shall be placed on the Company's website at least three (3) weeks before the general meeting.
The statutory purpose of an independent external audit is to ensure that the financial statements and the report of the Board of Directors gives a true and fair view of 's profit and financial position during the financial period. As part of the annual audit, the auditor audits the Company's accounts and governance. In addition, the auditor examines the interrelations between the consolidated financial statements and the other Group companies. Company's financial period is the calendar year.
The audit issues a statutory auditor's statement to 's shareholders in conjunction with the Company's financial statements. The auditor regularly reports to the Board of Directors' audit committee and attends its meetings.
The annual general meeting elects the auditor on the basis of a Board of Directors proposal prepared by the audit committee. The general meeting also decides on the fee payable to the auditor, as well as the basis for payment. According to Company's articles of association, the Company has one (1) auditor. The auditor's term of office covers the financial period during which the auditor is elected, and the term ends at the end of the annual general meeting following the election. According to the articles of association, the Company's auditor shall be an audit firm approved by the Finnish Patent and Registration Office of which the principal auditor must be an authorized public accountant.
KPMG Oy Ab, a firm of authorised public accountants, acted as Company's auditor in 2023 in line with the decision of the general meeting. The auditor with principal responsibility was Esa Kailiala, Authorised Public Accountant. The auditing fees for the financial year were as follows (thousand euros):
| Auditing | Tax Advice | Other service | Total |
|---|---|---|---|
| 253 k€ | 15 k€ | 42 k€ | 309 k€ |
The amount of audit fees roughly equated to the amount of fees in 2022.
The Board of Directors is responsible for Eezy's governance and the appropriate arrangement of its operations. The Board of Directors has established an audit committee and human resource committee to support its work. The Board of Directors may decide to establish a nomination committee and other permanent committees if it deems this necessary.
According to the Company's articles of association, the Board of Directors shall have at least three (3) and at most ten (10) members, who are elected at the annual general meeting. The term of office of a member of the Board of Directors shall end at the end of the annual general meeting following the member's election. The Board of Directors shall elect a chair from among its membership. The members of the Board of Directors do not have
any special order of precedence.
The duties and operating principles of the Board of Directors are based on Finnish legislation – in particular, the Limited Liability Companies Act (2006/624) and the Securities Markets Act (746/2012) – as well as the Company's articles of association. The Board of Directors is tasked with promoting the interests of the shareholders and the Company by taking care of matters such as Eezy's strategic policies and business and the appropriate arrangement of governance and operations: The Board of Directors discusses and decides upon all significant matters pertaining to the Company's operations. The Board of Directors is also responsible for ensuring appropriate control over the Company's accounting and asset management.
Eezy's articles of association do not specify any other duties for the Board of Directors. The Board of Directors is the competent body in all matters that have not been assigned to other administrative organs by the law or the articles of association.
The Board of Directors monitors the development of the Group's operations primarily by making use of the CEO's reviews and monthly reporting. The chair of the Board of Directors manages the work of the Board to ensure that the Board's duties are effectively and appropriately discharged. The Board shall elect a Vice-Chairman from among its members, who shall deputise for the Chairman in his absence or if he is prevented from attending to the business in hand.
The Board of Directors has prepared written rules of procedure that specify its duties and activities in detail. According to the rules of procedure, the Board of Directors shall steer and control the executive management. In addition, the Board of Directors:
confirms any applicable practices related to the Market Abuse Regulation (EU 596/2014) and the Company's insider guidelines, determines the people who are always considered insiders, and monitors compliance with the insider guidelines and the regulations applying to insiders;
confirms the Group's internal control and audit principles and monitors compliance with them;
Once per year, the Board of Directors self-evaluates its activities and working methods. The Board of Directors' self-evaluation took place in the beginning of the year 2023.
The Board of Directors convenes regularly and whenever necessary. The Board of Directors holds at least one strategy meeting per year, during which it confirms the Company's long-term strategic targets, among other things. The Board of Directors meets the auditor during at least one meeting.
At Board meetings, the Company's executive management is regularly represented by the CEO and CFO, who are not members of the Board of Directors. The meetings are also attended by the secretary invited by the Board of Directors.
The Board of Directors has a quorum when more than half of its members are present. The Board of Directors endeavours to make unanimous decisions, but matters may be put to the vote if necessary. Decisions are made by majority voting. If the votes are split evenly, the chair's opinion is carried.
Overall, the Board of Directors must have sufficient and varied expertise and experience related to its tasks. When proposals are prepared concerning the members of the Board of Directors, the requirements placed on the Company's operations and the Company's stage of development are taken into consideration. Members can be elected to the Board of Directors if they possess the qualifications required for the position and are able to devote sufficient time to participate.
The Board of Directors must be sufficiently diverse. As such, when Board members are elected, the Board of
Directors must include members of both sexes. Overall, the aim is for the Board of Directors to possess sufficient expertise and experience to implement the Company's strategy. In 2023, 29% of the members of the Board of Directors were women and 71% were men.
According to the Corporate Governance Code, the majority of the members of the Board of Directors must be independent of the Company and, in addition, at least two of the members independent of the Company must also be independent of the Company's major shareholders. The members of the Board of Directors must provide the Board of Directors with adequate information to enable their qualifications and independence to be assessed, and they must declare changes in this information.
The Board of Directors assesses the independence of its members with regard to the Company and its major shareholders annually. Further information on the independence of members of the Board of Directors in 2023 is presented under "Board of Directors in 2023" herein.
From 1 January 2023 to 13 April 2023, the Board of Directors had a chair and seven (7) ordinary members and from 13 April to 31 December 2023, the Board of Directors has a chair and six (6) ordinary members. From 1 January 2023 to 13 April 2023 Tapio Pajuharju chaired the Board of Directors. The ordinary members were Liisa Harjula, Mika Uotila, Paul Savolainen, Kati Hagros, Timo Laine, Jarno Suominen and Timo Mänty. From 13 April to 31 December 2023 Tapio Pajuharju chaired the Board of Directors. The ordinary members were Kati Hagros, Maria Pajamo, Paul Savolainen, Jarno Suominen Mikko Wirén and Mika Uotila.
| Name | Year of birth |
Nationality | Education | Main occupation | Member |
|---|---|---|---|---|---|
| Tapio Pajuharju | 1963 | Finland | MSc (Econ.) | CEO | Chair |
| Kati Hagros | 1970 | Finland | MSc (Tech.), MSc (Soc.) |
Digitalisation and IT Director |
Member |
| Maria Pajamo (From 13 April 2023 ) |
1972 | Finland | Master's in Psychology |
Chief People & Culture Officer |
Member |
| Paul Savolainen | 1976 | Finland | Vocational Qualification in IT, entrepreneurs' qualification |
CEO | Member |
| Jarno Suominen | 1972 | Finland | Supervisor in the hospitality and catering sector |
CFO | Member |
| Mika Uotila | 1971 | Finland | MSc (Econ.) | CEO | Member |
| Mikko Wirén | 1972 | Finland | Lic.Med. | Chairman of Board | Member |
| of Directors | |||||
|---|---|---|---|---|---|
| Liisa Harjula (From 1 January to 13 April 2023) |
1972 | Finland | MSc (Econ.), LLM with bench training |
Investment Director |
Member |
| Timo Mänty (From 1 January to 13 April 2023) |
1966 | Finland | MSc (Econ.) | Board professional | Member |
For further information on the members of the Board of Directors, visit Company's website at: https://eezy.fi/en/investors/corporate-governance/board-of-directors/
In 2023, the Board held a total of twenty-two (22) meetings. The average attendance at Board meetings was 97 %. The table below shows each Board member's attendance at Board meetings.
| Member | Attendance at meetings | Attendance rate |
|---|---|---|
| Tapio Pajuharju | 22/22 | 100 % |
| Kati Hagros | 20/22 | 91 % |
| Maria Pajamo (From 13 April 2023) |
11/12 | 92 % |
| Paul Savolainen | 22/22 | 100 % |
| Jarno Suominen | 21/22 | 95 % |
| Mika Uotila | 22/22 | 100 % |
| Mikko Wiren | 21/22 | 95 % |
| Liisa Harjula (From 1 January to 13 April 2023) |
9/9 | 100 % |
| Timo Mänty (From 1 January to 13 April 2023) |
9/9 | 100 % |
Based on an assessment of independence in accordance with the Corporate Governance Code for Finnish listed companies, in 2023, Eezy's Board members Kati Hagros, Maria Pajamo (member of the Board of Directors from 13 April 2023) and Mikko Wirén are considered to be independent of Company and its major shareholders. Tapio Pajuharju is considered independent of the Company and its significant shareholders on the basis of an overall assessment, as he has been a member of the Board of Directors of the Company since the establishment of the Company (2017). Prior to this, he served on the board of Varamiespalvelu-Group Oy, but it is a different company. Pajuharju's main occupation has been as CEO of Kamux Plc, and the Company's Board position has not created a financial benefit that creates dependency for him. Mika Uotila is employed by Sentica Partners Oy, which manages funds that are significant shareholders in Eezy, and he is, therefore, considered to be dependent on a major shareholder of Company. Jarno Suominen is considered to be dependent on the Company and its major shareholder Noho Partners Plc because he belongs to the executive management of NoHo Partners Plc, which has a customer/supplier relationship of significance to NoHo Partners Plc with Eezy
group. In addition, Paul Savolainen is employed by Meissa-Capital Oy, which is a major shareholder in eezy, and he is therefore also considered dependent on a major shareholder of Company. Timo Mänty (member of the Board of Directors from 1 January 2023 to 13 April 2023) was considered to be independent of Company and its major shareholders. Liisa Harjula (member of the Board of Directors from 1 January 2023 to 13 April 2023) was employed by Sentica Partners Oy, which manages funds that are significant shareholders in Eezy, and she was, therefore, considered to be dependent on a major shareholder of Company.
The members of the Board of Directors and the entities under their control held Eezy shares as follows on 31 December 2023:
| Member | Shareholding, 31 December 2023 |
|---|---|
| Tapio Pajuharju | 200.000 |
| Paul Savolainen | 100.000 |
| Kati Hagros | 10.000 |
| Maria Pajamo | 3.000 |
| Jarno Suominen | 0 |
| Mika Uotila | 0 |
| Mikko Wiren | 0 |
The principles for the remuneration paid to the Board of Directors of Eezy Plc are specifies in the company´s remuneration policy. The remuneration policy that is in force was supported at the AGM 2020.
The financial benefits of members of the Board of Directors are described in Company's Remuneration report.
The Board of Directors may set up committees or other permanent or temporary organs to discharge duties specified in accordance with the Board's rules of procedure. If the Board of Directors sets up committees, it shall elect the members and appoint the chair. The Board of Directors shall confirm the committees' rules of procedure, which specify the duties and operating principles of each committee.
The Board of Directors has established an audit committee and human resources committee to support its work. It has not been deemed necessary to establish other committees because the Board of Directors is capable of handling matters efficiently without them, taking into consideration the scope and nature of the Company's operations and the operating methods of the Board of Directors.
The audit committee consists of a chair and two (2) members, whom the Board of Directors elects from among its number at the first Board meeting following the annual general meeting. The majority of the committee's members must be independent of the Company, and at least one member must be independent of the Company's major shareholders. The members of the audit committee must have qualifications relevant to the committee's remit. In addition, at least one of the members of the audit committee must possess specialist accounting, bookkeeping or auditing expertise.
The Board of Directors has confirmed the key obligations and operating principles of the audit committee in the audit committee's rules of procedure. The committee convenes regularly, at least four (4) times per year. The term of office of the members is one year. The Board of Directors appoints the committee's chair.
The audit committee's chair prepares the agenda for committee meetings and consults the Company's management before deciding on the content of the agenda. The CFO or another person appointed by the committee serves as the secretary to the audit committee. The minutes of meetings of the audit committee are provided to the Board of Directors, and the committee's chair reports to the Board of Directors on the committee's key observations.
According to the rules of procedure, the audit committee's obligations are as follows:
The table below shows the members of the audit committee From 1 January 2023 to 31 December 2023:
| Name | Education | Member |
|---|---|---|
| Mika Uotila (From 13 April 2023) |
MSc (Econ.) | Chair Member |
| Jarno Suominen | Supervisor in the hospitality and catering sector |
Member |
| Kati Hagros | MSc (Tech.), MSc (Soc.) | Member |
|---|---|---|
| Liisa Harjula (From 1 January to 13 April 2023) |
MSc (Tech.), LLM with bench training | Chair Member |
For further information on the members of the audit committee, visit Company's website at: https://eezy.fi/en/investors/corporate-governance/board-of-directors/
In 2023, the audit committee convened a total of four (4) times. The CFO served as the committee's secretary. The average attendance at committee meetings was 100 %. The table below shows each Board member's attendance at Board meetings.
| Member | Attendance at meetings | Attendance rate |
|---|---|---|
| Mika Uotila | 3/3 | 100 % |
| Jarno Suominen | 4/4 | 100 % |
| Kati Hagros | 4/4 | 100 % |
| Liisa Harjula | 1/1 | 100 % |
The human resources committee consists of a chair and at least two (2) and at most three (3) members, whom the Board of Directors elects from among its number at the first Board meeting following the annual general meeting. The majority of the committee's members must be independent of the Company, and at least one member must be independent of the Company's major shareholders. The CEO or the member of management teams can´t be a member of human resources committee. The members of the human resources committee must have qualifications relevant to the committee's remit.
The Board of Directors has confirmed the key obligations and operating principles of the human resources committee in the audit committee's rules of procedure. The committee convenes regularly, at least two (2) times per year. The term of office of the members is one year. The Board of Directors appoints the committee's chair.
The human resources committee's chair prepares the agenda for committee meetings and consults the Company's management before deciding on the content of the agenda. The Leading legal counsel or another person appointed by the committee serves as the secretary to the audit committee. The minutes of meetings of the audit committee are provided to the Board of Directors, and the committee's chair reports to the Board of Directors on the committee's key observations.
According to the rules of procedure, the human resource committee's obligations are as follows:
preparing the remuneration and other financial benefits of the CEO and other management;
preparation of matters concerning the company's remuneration systems;
The table below shows the members of the human resources committee From 1 January 2023 to 31 December 2023:
| Name | Education | Member |
|---|---|---|
| Maria Pajamo (From 13 April 2023) |
Master's in Psychology | Chair |
| Tapio Pajuharju | MSc (Econ.) | Chair (From 1 January to 13 April 2023) Member (From 13 April 2023) |
| Mikko Wirén | Lic.Med. | Member |
| Mika Uotila (From 1 January to 13 April 2023) |
MSc (Econ.) | Member |
For further information on the members of the human resource committee, visit Company's website at: https://eezy.fi/en/investors/corporate-governance/board-of-directors/
In 2023, the human resource committee convened a total of sixteen (16) times. The Leading legal counsel served as the committee's secretary. The average attendance at committee meetings was 88 %. The table below shows each Board member's attendance at Board meetings.
| Member | Attendance at meetings | Attendance rate |
|---|---|---|
| Maria Pajamo (From 13 April) |
5/5 | 100 % |
| Tapio Pajuharju | 16/16 | 100 % |
| Mikko Wiren | 13/16 | 81 % |
| Mika Uotila (From 1 January to 13 April 2023) |
11/11 | 100 % |
CEO is appointed by the Board of Directors. The CEO manages the Eezy´s everyday operations in accordance with the authorisations and guidelines issued by the Board of Directors and the Limited Liability Companies Act. The CEO keeps the Board of Directors informed about the development of Company's strategy, business and financial position. The CEO is also responsible for ensuring that the Company's accounts comply with the law and its asset management is arranged in a reliable manner.
The CEO's duties include processing and preparing matters discussed by the Board of Directors, developing Eezy's operations in conjunction with the Board of Directors and in line with the targets in the strategy approved by the Board of Directors, and appropriately implementing the decisions of the Board of Directors. The CEO is also responsible for arranging Company's ongoing administration, internal control and risk management reliably. The CEO is also responsible for ensuring that Eezy complies with the applicable legislation and regulations. The CEO chairs the meetings of management team.
Eezy's Board of Directors appoints the CEO and decides on the salary and bonuses payable to the CEO, the long- and short-term incentive targets, and the other terms and conditions of the CEO's agreement. The terms and conditions of the CEO's employment are specified in the written CEO's agreement, which the Board of Directors has approved. The CEO is appointed for an indefinite period. The Board of Directors is entitled to dismiss the CEO. The CEO cannot be elected chair of the Board of Directors.
The Board of Directors has appointed Siina Saksi as Eezy´s CEO. She is a Finnish citizen who was born in 1966. Saksi hold a Master of Science (Economics and Business Administration). She has served as the CEO since 16 Juni 2023. Before this the Group´s interim CEO was Pasi Papunen (b. 1963, a Finnish citizen, Master Degree of Social Sciences ).
The principles for the remuneration paid to the CEO of Eezy Plc are specified in the company´s remuneration policy. The current remuneration policy that is in force was supported by the AGM 2020. The CEO's financial
benefits are described in Eezy's separate remuneration report.
On 31 December 2023, Saksi and the companies under his control held a total of 22.000 shares in Eezy.
The members of management team are appointed by the Board of Directors based on the CEO's proposals. The management team assists the CEO in steering and developing the business and coordinating Group management.
The most important matters handled by the management team are the Group strategy and annual planning, planning and monitoring of finances and sales, corporate acquisitions, business mergers and other businessrelated investments. The members of the management team have wide-ranging authorisation to act within the scope of their own areas of responsibility, and they are tasked with developing Eezy's business in line with the targets set by the Company's Board of Directors and CEO and the strategy approved by the Board of Directors.
The management team meets regularly once per month or whenever necessary. The CEO chairs the management team. The management team is not a decision-making organ; the matters it processes and recommends are dealt with by Eezy's Board of Directors or implemented with the CEO's authority. The members of the management team are tasked with implementing decisions within their own areas of responsibility.
From 1 January 2023 to 31 December 2023, the Group's management team had six (6) to seven (7) members. The management team paid special attention to promoting the targets in the strategy approved by Company's Board of Directors, fulfilling the requirements imposed on the Company's operations, reporting and processes when Company is listed on the stock exchange, managing the cash flow management and improving profitability, the economic difficulties of the financial situation, promoting digitalisation, developing new services and actively promoting the effective integration of the Group's various businesses. Assuring the quality of the financial fitness, cash flow and business continuity, financial reporting and forecasts was a key focus.
| Name | Date of birth | Nationality | Education | Position |
|---|---|---|---|---|
| Siina Saksi | 1966 | Finland | M.Sc. (Econ) | CEO (From 16 Juni 2023) |
| Hannu Nyman | 1969 | Finland | M.Sc (Tech), M.Sc (Econ) | CFO |
| Thomas | 1971 | Finland | M.Sc. | Director, Staffing Services |
| Hynninen | ||||
|---|---|---|---|---|
| Markus Jussila | 1978 | Finland | M.Sc. (Econ) | Director, Professional Services (From 22 September 2023) |
| Marleena Bask | 1977 | Finland | M.Sc. (Econ) | Chief Communication and |
| Marketing Officer | ||||
| Päivi Salo | 1980 | Finland | M.Sc. (Econ) | CDO |
| Director, people and culture | ||||
| Mikko Innanen | 1971 Finland |
PhD, Lic.Soc.Sc. | (From 1 January 2023 to 15 December 2023) |
|
| M.Soc.Sc | Interim CEO | |||
| Pasi Papunen | 1963 | Finland | (From 1 January 2023 to 16 Jun 2023) |
For further information on the CEO and the members of the management team, visit Eezy's website at: https://eezy.fi/en/investors/corporate-governance/ceo-and-management-team/
The CEO, the members of the management team and the companies under their control held Company shares as follows on 31 December 2023:
| Name | Shareholding, 31 December 2023 |
|---|---|
| Siina Saksi | 22.000 |
| Thomas Hynninen | 20.360 |
| Hannu Nyman | 11.100 |
| Markus Jussila | 5.000 |
| Marleena Bask | 1.000 |
| Päivi Salo | 1.000 |
The goal of risk management is to ensure the achievement of the Group's targets and the undisrupted continuity of operations. Eezy complies with the risk management principles and internal audit regulations approved by the Company's Board of Directors. The risk management principles are based on the Corporate Governance Code for Finnish listed companies.
Risk management is a part of the Group's enterprise resource planning system and, therefore, it is an integral part of the Group's management system. It is an integral part of Company's operational planning and management process, decision-making, everyday management and operations, and control and reporting procedures. Risk management is a part of internal control.
Risk management is systematic, proactive and comprehensive. It covers the entire Group's operations and takes all risk areas into consideration. This means that the key risks are identified, assessed, managed, monitored and reported on systematically as a part of the business operations.
The risks threatening the realisation of targets are identified in conjunction with the operational planning and strategy process, and the means of managing risks are determined. Risk management consists of the risk management target state, the risk management process, and the implementation, monitoring and reporting on the process. Risk management is continuously developed as part of Company's operations.
Eezy may knowingly take risks when the risks can be managed, and the potential impact is reasonable. Risktaking must be based on identifying and assessing the potential impacts in advance, as well as identifying and comparing the advantages and disadvantages. Risk-taking must not jeopardise the achievement of the Group's targets or the continuity of the Group's operations over the short or long term.
The Board of Directors confirms the Company's internal control and risk management principles and changes affecting these, and it processes the material risks and uncertainties affecting the Company's operations.
Eezy's CEO, assisted by the management team, is responsible for preparing the risk management principles. The CEO is responsible for ensuring that the Group implements risk management systematically and appropriately. In addition to this, the CEO must ensure that risk management is comprehensive, and he must assess the implementation of risk management. The CEO reports to the Board of Directors on Company's strategic-level risks and the measures taken to manage them in accordance with the risk management principles and risk management process approved by the Board of Directors.
The Board of Directors processes the most significant strategic-level risks and the measures for managing them, and it assesses the effectiveness and functionality of risk management. The management team processes the most significant business risks affecting the various businesses and the measures for managing them, and it assesses the effectiveness and functionality of risk management. The CEO and each member of the management team and franchise entrepreneur are responsible for the operational risk management, risk identification, specification of management methods and monitoring in their own areas of responsibility.
The General Counsel is responsible for coordinating risk management.
The purpose of internal control is to ensure that Eezy's goals and targets are achieved, the Group's resources are used economically and efficiently, the risks affecting operations are managed appropriately, and the financial and other information is reliable and correct. In addition, internal control is used in the endeavour to ensure business continuity in the event of changes in the operating environment and to ensure compliance
with internal operating methods, instructions and processes, as well as the laws and regulations applying to the Company. Internal control is an internal part of Eezy's corporate governance.
The aim of internal control related to financial reporting is to ensure that the interim reports, half-year reports, financial statement releases, other financial information, financial statements and annual reports intended for publication are reliable and have been prepared in accordance with the accounting and reporting principles applied by the Company. The Company's Board of Directors processes and approves the interim reports and financial statements in accordance with its rules of procedure, and it confirms the principles of the Group's internal control and audit, and monitors compliance with these.
The CEO is responsible for the practical arrangement of internal control. This involves ensuring that the Company has implemented adequate internal control procedures as required by the Board of Directors. With the management team's support, the CEO is responsible for ensuring that the Group's everyday operations follow the agreed principles, comply with laws and regulations, react to any deviations and shortcomings that are identified, and take the necessary corrective measures.
In the assessment of Eezy's Board of Directors, it is not appropriate for the Company to organise internal audit duties as a separate function in light of the nature of the Company's business activities, number of personnel and geographical scope. The Board of Directors annually assesses whether it is necessary to establish an internal audit function. The audit committee evaluates the effectiveness of internal audit. The Company's Board of Directors may use internal or external resources to implement separate internal audit assignments.
Internal audit is implemented in accordance with the internal audit regulations approved by the Board of Directors. The audit committee approves an annual internal audit plan. Audits are conducted in accordance with the annual plan approved by the Board of Directors' audit committee.
A written audit report is prepared for every audit to record the audit observations, conclusions and recommendations for operational development. The completed audit report is delivered to the management of the audited entity, as well as the Group's CEO. Audit reports are presented in the management team and the Board of Directors' audit committee.
The realisation of the annual internal audit plan is reported to the audit committee of Board of Directors at the end of each financial period.
Eezy's General Counsel assists the CEO in coordinating the implementation of internal audits.
The focal point of the audit were processes related to and supporting the core business. The Company conducted 2023 one audit in accordance with the audit plan: GDPR and the audit was carried out Nixu Plc.
Eezy complies with the Market Abuse Regulation (596/2014/EU, abbreviated to "MAR"), the second-level regulations issued by the European Commission on the basis of the MAR, and the standards related to the
MAR as issued by the European Securities and Markets Authority (ESMA), the Securities Markets Act, the Criminal Code of Finland (89/1889, including amendments), the Nasdaq Helsinki Rules & Regulations and Nasdaq Helsinki Ltd's insider guidelines. In addition, the Company has supplemented the guidance with internal insider guidelines.
The Company keeps a list of employees and service providers who have access to insider information. The insider list includes one or more project-specific insider lists. The Company's lawyer acts as the administrator of the insider list.
The personnel in managerial roles in the Company and the people among their related parties must notify the Company and the Financial Supervisory Authority of all transactions that they make on their own behalf involving the Company's shares, debt instruments, other financial instruments, or derivatives thereof.
The managerial personnel who are obliged to make notifications of transactions under the MAR are the members of the issuer's administrative, managerial, and supervisory organs, as well as other top-level managers who are not members of the aforementioned organs but have regular access to insider information about the issuer and have the authorisation to make managerial decisions that affect the issuer's development and business outlook. The members of the Company's management personnel who are obliged to make notifications are the members of the Company's Board of Directors, the CEO and the other members of the management team.
Personnel are always forbidden from trading the Company's shares or other financial instruments when they are in possession of insider information related to the Company or its financial instruments, irrespective of whether they are on the insider list. Insiders must not trade the Company's shares or other financial instruments, nor may they disclose insider information to external parties.
In addition, managerial personnel must not enter transactions that directly or indirectly involve the Company's shares or other financial instruments, whether on behalf of themselves or third parties, during the quiet period 30 days before the publication of an interim report or the financial statement release, including the date of publication.
Eezy has an online reporting channel which can be used to submit anonymous reports of suspected breaches of the rules and regulations concerning financial markets.
Company's General Counsel acts as the person responsible for insider issues and is responsible for the general arrangement of insider issues in the Company.
The principles concerning the company's related party transactions are defined in the related party policy approved by the Board of Directors of the Company. Related party transaction means an agreement or other legal act between the company and a related party. Related party activities may take place between the company and its related party, either regularly or individually.
Related party transactions are approved when they serve the Company's interests, business operations and financial interests in the ordinary course of business of the company or are implemented under arm's-length terms. The board of directors decides on related party transactions that are not conducted in the ordinary course of business of the company or are not implemented under arm's-length terms.
The related parties of the company mean the related parties of a listed company in accordance with the Limited Liability Companies Act (IAS 24). The company keep an up-to-date record of the natural and legal persons that are its related parties in order to identify related party activities. A related party or legal person is obliged to notify the Company immediately of changes in its related parties. The timelyness of the list of related party is monitored four times a year. The Company's General Counsel is responsible for defining related party and maintaining the record of related party members.
A related party is obliged to monitor and assess how agreements and other legal acts between the company and its related parties meet the requirements of ordinary activities and arm's-length terms, to notify the Company and to submit non-ordinary related party transactions to the Board of Directors for approval.
The Company's Board of Directors is responsible for monitoring and evaluating transactions between the company and its related parties. The Company's Finance Department monitors and supervises related party transactions as part of the Company's normal reporting and control routines and reports deviations to the CFO. If necessary, CFO will refer the matter to the Audit Committee of the Board of Directors.
The CFO of the company annually investigates when preparing the Company's financial statements related party transactions carried out during the financial year and report to the Audit Committee, which presents a report to the Board of Directors of the Company. The Board of Directors of the company shall process the financial director 's report at its meeting prior to the signing of the financial statements and, if necessary, intervene in related party transactions other than those approved by the Board of Directors, either by approving the related party transaction retrospectively or by initiating measures to revoke the related party transaction.
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