Governance Information • Mar 5, 2024
Governance Information
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2023
Oma Savings Bank Plc (hereinafter OmaSp or Company) complies with the Finnish Corporate Governance Code approved by the Securities Market Association and valid at any given time. This Corporate Governance Statement has been drawn up in accordance with the Corporate Governance Code, which took effect on 1 January 2020. The Company has also published a separate Remuneration Statement (https://www.omasp.fi/en/investors/mangement-andcorporate-governance/compensation-management) accordance with the Corporate Governance Code. The Corporate Governance Code is available in its entirety on the Securities Markets Association's website at www.cgfinland.fi.
This statement, which has been approve by the Board of Directors of OmaSp, is published separately from the report of the Board of Directors. This statement and other information required by the Corporate Governance Code, the Company's Financial Statements, the Report of the Board of Directors, and the Auditor's Report for 2023 are available on the Company's website at https://www.omasp.fi/en/investors.
In its decision-making and governance, OmaSp complies with the existing legislation, OmaSp' s Articles of Association, the charters of OmaSp's Board of Directors and its committees and the rules and guidelines of Nasdaq Helsinki Ltd.
Efficient management of insider issues of a publicly listed Company requires that insider administration is arranged in a consistent and reliable manner. The obligations concerning the arrangement of insider administration are binding to publicly listed companies. OmaSp complies with the insider guidelines of Nasdaq Helsinki Ltd (Helsinki Stock Exchange). In addition, the Company has internal Insider Guidelines approved by the Board of Directors based on the guidelines of Helsinki Stock Exchange. Compliance with the insider guideline, monitoring the notification obligation, and maintaining the insider registers are the responsibility of OmaSp's Chief Legal Officer.
The Group's parent Company is Oma Savings Bank Plc, whose domicile is in Seinäjoki. Oma Savings Bank Group comprises the parent company Oma Savings Bank Plc, and its subsidiary Real estate company Lappeenrannan Säästökeskus (100% holding). In addition, the Group has associated companies GT Invest Oy (48.7% holding) and City Kauppapaikat Oy (43.3% holding) as well as joint ventures and joint operations SAV-Rahoitus Oyj (48.2% holding), Figure Taloushallinto Oy (25% holding), Deleway Projects Oy (49% holding) and Housing company Seinäjoen Oma Savings Bank house (30.5% holding).
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OmaSp's administration, management and control are divided between the General Meeting, the Board of Directors, and the Chief Executive Officer (CEO). Internal audit is the responsibility of the internal audit unit, which operates under the Board of Directors. External audit is the responsibility of auditors. The CEO is in charge of the day-to-day operations with the assistance of the Management Team.
OmaSp's highest decision-making body is the General Meeting of Shareholders. The Annual General Meeting is held once a year before the end of June on a day specified by the Board of Directors.
The Annual General Meeting makes decisions pertaining to, among other things, the election of the Board members, the auditor and deputy auditor, remuneration paid to these, validating the financial statements and consolidated financial statements, discharging from liability the Board members and the CEO, and the use of the profit shown on the balance sheet. Other matters to be discussed at the Annual General Meeting according to the Limited Liability Companies Act or matters requested to be addressed by a shareholder in accordance with the Finnish Companies Act may also be discussed at the meeting. An Extraordinary General Meeting is held when the Board of Directors considers it necessary, or when it must be held pursuant to the law. In order to ensure interaction between shareholders and the Company's governing bodies and to implement the shareholders' right to request information, the CEO, and the chairman and the members of the Board of Directors will attend the General Meetings. Board member candidate must attend the General Meeting that decides on the election. Each Company share entitles to one vote at a General Meeting.
The notice to the Annual General Meeting shall be published on OmaSp' s website and, if the Board of Directors so decides, in one or more national newspapers and/or in writing to shareholders, no earlier than three (3) months before the record date of the Annual General Meeting and no later than three weeks before the Annual General Meeting, however always at least nine (9) days before the record date of the Annual General Meeting referred to in the Companies Act. The Annual General Meeting documents are kept on OmaSp' s website for at least five years from the date of the Annual General Meeting.
The Annual General Meeting of the Company was held on 30 March 2023. After an exceptional period, the meeting was held in Helsinki, where the shareholders were present.
Under the Articles of Association, the Board of Directors of OmaSp has a minimum of five and a maximum of eight regular members and a maximum of two deputy members. The General Meeting decides on the number of members on the Board of Directors, elects the Board members, and decides on their remuneration based on the proposal of the Nomination Committee, which consists of representatives of the shareholders. The term of office of the members of the Board of Directors begins at the closing of the Annual General Meeting and ends at the closing of the next Annual General Meeting. The Board elects a chairman and deputy chairman from among its members.
According to the Board of Directors, all members of the Company's Board of Directors with the exception of one member are independent of the Company and all members of the Board are independent of the Company's significant shareholders. None of the Board members are and have not been an employee of the Company. Members of the Board of Directors of OmaSp and executive directors meet the trustworthiness and qualification requirements laid down in Chapter 7, Section 4, of the Credit Institutions Act.
| Name | Birth year |
Education | Main occupation | Board member since |
Position in the Board |
|---|---|---|---|---|---|
| Jarmo Salmi | 1963 | Master of Laws | Asianajotoimisto Jarmo Salmi Oy, CEO | 2014 | Chairman |
| Jyrki Mäkynen | 1964 | M.Sc. (Economics) | Oy HM Profiili Ab, entrepreneur | 2009 | Deputy Chairman |
| Aila Hemminki | 1966 | M.Sc. (Business and Administration) | Seinäjoki University of Applied Sciences, expert, RDI | 2017 | Member |
| Aki Jaskari | 1961 | M.Sc. (Business and Administration) | Nerkoon Höyläämö Oy, CEO | 2014 | Member |
| Timo Kokkala | 1960 | M.Sc. (Agriculture and Forestry) | Farmer | 2014 | Member |
| Jaakko Ossa | 1965 | LL.D | University of Turku, professor of financial law |
2023 | Member |
| Jaana Sandström | 1963 | D.Sc. (Tech.) | Lappeenranta University, Professor of accounting | 2019 | Member |
OmaSp's Board of Directors has approved the diversity principles for the Board. OmaSp's aim is to promote the election of the most qualified members of the Board of Directors while ensuring equal opportunities for candidates of both genders to be elected. Both genders are represented in the Board of Directors, and candidates for Board membership are appointed in accordance with this.
equality goal so that, in the election, attention is paid to the added valued brought by the members to the composition of the Board in terms of maintaining and developing sufficient diversity, among other aspects. Diversity is maintained and developed by ensuring broad competence and experience, regional representation and sufficient representation of both genders and different age groups among the nominees.
Women make up 28.5 percent of Board members.
The Board of Directors represents the Company and takes care of the administration of the Company and the trustworthy and appropriate organisation of its operations. The Board of Directors ensures that the Company has business strategies, operating principles and an appropriate organisational structure, and an authorisation system and that the executive directors of the Company are competent, trustworthy and suitable to their tasks.
The Board shall see to it that the Company has sufficient risk management systems and ensure that business risks are identified and evaluated. The Board of Directors shall approve risk-taking principles, establish the procedures used to mitigate risks, and oversee compliance with these. The Board shall ensure that internal control and internal audit are appropriately organised. In its activities, the Board complies with the charter it has approved. In the charter, the tasks of the Board of Directors, its chairperson and members, organising the meetings, and evaluation of the Board of Directors' work are described in more detailed.
The Board held 16 meetings during the financial year, of which 5 were email meetings. It has also been possible to attend in meetings remotely. Board members attended 100 percent of the meetings.
The Company maintains a list of executives and their related parties. The Company's executives shall inform the Company of their related parties upon taking on their responsibilities and of any changes in their related parties immediately and no later than three days from the change.
The Company executives and their related parties are subject to trading restrictions applying to Company shares, and the executives' and their related parties' notification obligations concerning such transactions are described in the Company's Insider Guidelines.
Oma Savings Bank Plc's shares owned by the Board members and their controlling companies on 31 December 2023
| Name | Shares |
|---|---|
| Jarmo Salmi | 4,998 |
| Jyrki Mäkynen | 17,519 |
| Aila Hemminki | 8,699 |
| Aki Jaskari | 8,886 |
| Timo Kokkala | 15,250 |
| Jaakko Ossa | 1,300 |
| Jaana Sandström | 3,100 |
The Company does not have an appointed audit committee. The Company's Board of Directors performs the duties of the Audit Committee according to regulations.
The Board has a Remuneration Committee. The Remuneration Committee is composed of a minimum of three members, which are elected by the Board among its members annually.
The Board specifies the Remuneration Committee's duties in its adopted charter. The duties of the Remuneration Committee include preparing matters pertaining to the remuneration and other financial benefits of the CEO and other management members, preparing matters pertaining to reward schemes, assessment of the remuneration of the CEO and other management members, attending to the appropriateness of the reward schemes, preparing matters pertaining to the appointment of the CEO and other management members and identifying their potential successors, and the development of the remuneration of other personnel and the organisation.
The members of the Remuneration Committee were Jarmo Salmi, Jyrki Mäkynen and Aila Hemminki. The Remuneration Committee met two times during the financial year 2023. Members of the Committee attended 100 percent of the meetings.
The Company's Extraordinary General Meeting decided in its meeting on 9 November 2018 to amend the Company's Articles of Association with a provision on the Shareholders' Nomination Committee (hereinafter Nomination Committee). The Nomination Committee's duty is to prepare proposals pertaining to the appointment and remuneration of the members of the Board of Directors for the next Annual General Meeting or, when necessary, an Extraordinary General Meeting.
Each of the five largest shareholders of the Company is entitled to appoint a representative to the Nomination Committee. If a shareholder does not wish to exercise its right to nominate a member, the right will be transferred to the next largest shareholder who would not otherwise have a nomination right. The Company's largest shareholders are determined since the registered holdings in the Company's list of shareholders on the 1st of June preceding the Annual General Meeting. The Nomination Committee shall submit its proposals on the members of the Board of Directors and their remuneration by the end of the
January preceding the Annual General Meeting. Nomination Committee's proposals for an Extraordinary General Meeting shall be submitted in a similar manner well ahead of the General Meeting and taking into account the relevant regulations.
The Nomination Committee's meetings are convened by the chairman of the Board of Directors, who also attends the meetings in his/her role as an expert. In its work, the Nomination Committee complies with the Charter approved by the Annual General Meeting.
Raimo Härmä (Etelä-Karjalan Sp-säätiö)
Ari Lamminmäki (Parkanon Sp-säätiö)
Jouni Niuro (Liedon Sp-Säätiö)
Aino Lamminmäki (Töysän Sp-säätiö)
Simo Haarajärvi(Kuortaneen Sp-säätiö)
The Shareholders' Nomination Committee convened five times during the financial year. It has also been possible to attend the meetings remotely. Members of the Nomination Committee attended 96 percent of the meetings.
The CEO is appointed by the Board of Directors. Pasi Sydänlammi has been the Company's CEO since 2009. The CEO manages the Company, develops its business and is in charge of operative administration in accordance with the Board of Directors' instructions. The CEO presents matters to be dealt with and reports to the Board of Directors. The CEO oversees the Company's day-to-day administration in line with the Board of Directors' guidelines and sees 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. If the CEO is prevented from carrying out his/her tasks, he/she is deputised by a person appointed by the Board of Directors. The CEO's deputy is Pasi Turtio, Head of Corporate Customer Business.
8 The Management Team
The Management Team is a decision-making body, whose areas of responsibility include operative administration, financial administration, ICT functions, business development, product and service entities, communications and control issues. The Management Team shall convene approximately every two weeks as summoned by the CEO. Minutes shall be kept of the meetings. The role of the Management Team is to assist the CEO. The Management Team comprises the CEO and other members appointed by the Board of Directors.
| Name | Birth year |
Education | Duty | Member since |
|---|---|---|---|---|
| Pasi Sydänlammi | 1974 | M.Sc. (Admin), MBA |
CEO | 2009 |
| Pasi Turtio |
1974 | Diploma in Agriculture |
Deputy CEO, Head of Corporate Customer Business |
2009 |
| Sarianna Liiri | 1981 | M.Sc. (Business and Administration), eMBA |
Chief Financial Officer |
2014 |
| Pekka Pykäri | 1987 | M.Sc. (Business and Administration) |
Chief Risk Officer | 2023 |
| Ville Rissanen | 1971 | M.Sc. (Business and Administration) |
Chief Information Officer |
2019 |
| Minna Sillanpää | 1970 | MBA, CBM | Chief Communications Officer |
2017 |
| Hanna Sirkiä | 1972 | Master of Laws with court training |
Chief Legal Officer | 2023 |
Oma Savings Bank Plc's shares owned by the Management Team and companies controlled by them on 31 December 2022
| Name | Shares |
|---|---|
| Pasi Sydänlammi | 121,435 |
| Pasi Turtio | 77,445 |
| Sarianna Liiri | 38,295 |
| Pekka Pykäri | 0 |
| Ville Rissanen | 19,055 |
| Minna Sillanpää | 27,043 |
| Hanna Sirkiä | 28 |
Internal control refers to measures that ensure the achievement of strategic objectives, the efficiency of resources, the smooth running of information and the reliability of information. Internal control ensures that risk management is continuously adequate in various areas. Compliance with regulations and risk awareness are reflected in all decision-making and are part of corporate culture and responsible operations. Internal control also extends to ensuring compliance with business principles.
The Company's Board of Directors has overall responsibility for arranging internal control, and the Board regularly evaluates the effectiveness and efficiency of internal control based on the reporting of the compliance function, the
independent risk assessment function and the internal audit. The principles of internal control approved by the Board of Directors outline the totality and objectives of the control system. The control principles are supplemented by function-specific control descriptions and guidelines.
In terms of financial reporting, the principles for internal control are clear roles and responsibilities within the organisation. As regards internal control, clear responsibilities between the Company and service providers and efficient procedures for monitoring processes are key. OmaSp has drawn up reporting practices for the implementation of financial reporting. In order to ensure the accuracy of financial reporting, internal control processes have been established.
The unit of Financial Administration is responsible for the financial reporting of the Oma Savings Bank Group as a whole and for external and internal accounting. Financial Administration is responsible for, among other things, the Group's financial reporting, the Group's accounting principles and maintenance thereof, drawing up and updating the Group's forecasting models, and the Company's internal financial reporting and its monitoring. The Group's reporting is centralised to Financial Administration.
OmaSp' s bookkeeping is handled by Figure Taloushallinto Oy, which is partly owned by the Company. Purchased services include basic bookkeeping, drawing up the consolidated financial statements according to IFRS along with producing the numeric content for the notes to the financial statements, securities ledger and purchase ledger accounting, and fixed assets bookkeeping. Services are produced in accordance with service agreements, and they comply with the guidelines and regulations of the Finnish Financial Supervisory Authority and other authorities. The Company holds regular meetings with the service providers to develop the collaboration and monitor their operations.
OmaSp' s Management Team and the Board of Directors receive regular management reports, which cover reports for the period, forecasts, and analyses of deviations by earnings item and balance sheet item. The reporting framework also includes key figures that are to be reported.
Controllers involved in the Group's financial reporting do not participate in business activities or making business decisions. Controllers report to OmaSp's CFO, who is a member of the Management Team.
The Company has arranged functions that are independent of business operations to ensure efficient and comprehensive internal control as follows:
The Company's Board of Directors has appointed the persons in charge of these functions. In this way, the Board of Directors has ensured that the risk control function, compliance function, credit risk evaluation function and internal audit function have adequate and competent personnel resources with respect to the nature, scope and diversity of the Company's operations.
Risk control function is an essential part of internal control. The purpose of function is to ensure that risks arising from the Company's business are identified, assessed and quantified, and that the risks are monitored as part of day-to-day business management.
The Board of Directors approves the operating principles of the function, and the function reports on its activities to the Board of Directors and executive
management. The Company maintains and develops risk control functions to ensure that all new, previously unidentified essential risks will be covered by risk management.
The compliance function assists the Board of Directors and executive management in managing risks related to non-compliance. The Board of Directors has adopted the goals and responsibilities of the function by approving its operating principles and confirming its annual plan each year.
The compliance function supervises and regularly assesses the adequacy and efficiency of all business areas' activities and procedures through which the Company ensures compliance with regulations. The function assesses and ensures that the procedures and instructions are appropriate with respect to legislation and the requirements arising from other regulations. The function evaluates the adequacy of the measures taken to rectify the deficiencies identified as regards compliance with regulations and the implementation of equal treatment of customers. The function works in co-operation with the internal audit and risk control functions and monitors the execution of the recommendations based on internal audit's observations.
The Compliance function reports to the Board of Directors on its observations biannually.
Internal audit refers to evaluation and assurance activities that are objective and independent of business operations.
The Board of Directors decides annually on the operating principles of the internal audit and the audit plan. The internal audit reports at least annually and, if necessary, more frequently on its most important findings, the follow-up of measures and the implementation of the audit plan directly to the Board.
Related parties refer to key management personnel in OmaSp and their family members, subsidiaries, associates and joint ventures, joint operations, and companies in which the key management personnel have control or significant influence and entities that have significant influence in OmaSp. The key personnel are the members of the Board of Directors, the CEO and the Deputy CEO, and the rest of the Management Team. Loans and guarantees granted to related parties are granted on terms and conditions that apply to similar customer loans and guarantees. Employee benefits are respected for related parties working in OmaSp. Transactions with related parties are part of the Company's normal business operations and are carried out in accordance with the agreed decision-making procedure and taking into account possible conflicts of interest. Related party transactions are reported in the notes to the financial statements (G31).
According to the Articles of Association, at minimum one (1) and at maximum two (2) auditors shall be elected for the Company. The auditors shall be Authorised Public Accountants approved by Finland Chamber of Commerce. If only one auditor is elected and this is not from an authorised public accountants firm approved by Finland Chamber of Commerce, a deputy auditor shall also be elected. The auditor of OmaSp is the auditing firm KPMG Oy Ab (business ID 1805485-9), with Tuomas Ilveskoski, M.Sc., APA, as the auditor in charge in accordance with the decision of the Annual General Meeting in 2023.The auditor's term of office begins at the close of the Annual General Meeting and continues until the end of the next Annual General Meeting. The Company discloses the fees payable to the firm of auditors in the notes to the financial statements (G22).
Oma Savings Bank Plc tel. + 358 20 764 0600
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