Corporate Governance

Suominen Corporation is a Finnish listed company and observes the Finnish Companies Act, other regulations covering listed companies, and the requirements of its own Articles of Association in its decision-making and administration.

In financial year 2016, Suominen Corporation complied with the Finnish Corporate Governance Code 2015 issued by the Securities Market Association. The Corporate Governance Statement, required by the Code; Chapter 7, Section 7 of the Securities Markets Act; and Section 7 of the Ministry of Finance’s Decree on the Regular Duty of Disclosure of an Issuer of a Security, is published as a separate statement in connection with the Report by the Board of Directors. The Statement has been published simultaneously with the Financial Statements and Report by the Board of Directors as a Stock Exchange Release and it is available also on Suominen’s website, www.suominen.fi.

The Audit Committee and the Board of Directors of Suominen Corporation have reviewed the Statement. The Statement will not be updated during the financial year, but up-to-date information on its various topics is available on Suominen's website.

The Finnish Corporate Governance Code 2015 is available on the website of the Securities Market Association, www.cgfinland.fi.

Recent Corporate Governance Statements and Remuneration Statements

Corporate Governance Statement 2016 (pdf)

Remuneration Statement 2016 (pdf)

Corporate Governance Statement 2015 (pdf)

Remuneration Statement 2015 (pdf)

Corporate Governance Statement 2014 (pdf)

Remuneration Statement 2014 (pdf)

Corporate Governance Statement 2013  (pdf)

Salary and remuneration report 2013 (pdf)

Corporate Governance Statement 2012 (pdf)

Salary and remuneration report 2012 (pdf)

Corporate Governance Statement for 2011 (pdf)

Salary and remuneration report 2011 (pdf)

Suominen Group

 

Responsibility for Suominen Group’s business operations is held by the constitutional bodies required by the Finnish Companies Act: the General Meeting of Shareholders, which elects the members of the Board of Directors; and the President and CEO, who is appointed by the Board of Directors.

The Group's supreme decision-making body is the General Meeting of Shareholders where shareholders exercise their decision-making power. The Board of Directors is responsible for the company's management and its appropriate organization. As the Group's parent company, Suominen Corporation is responsible for the Group's management, accounting and financing, product development and management of intellectual property, human resources, ICT, as well as communications and investor relations.

Until 31 March 2014, Suominen Group had two reporting segments: Wiping and Flexibles. However, due to the divestment of Flexibles business area on 14 July 2014, Suominen did not report any segments as from the interim report for January-June 2014.

General Meetings of Shareholders

 

Suominen Corporation's highest decision-making authority is exercised by the company's shareholders at General Meetings of Shareholders. These meetings decide on matters specified in the Companies Act, such as the acceptance of the company’s financial statements and the payment of dividends, releasing the members of the Board of Directors and the President & CEO from liability, the election of members of the Board of Directors and Auditors and the compensation they are paid, and amendments to the Articles of Association. An Annual General Meeting is held annually on a date determined by the Board of Directors before the end of April. Annual General Meetings address matters specified as coming within their authority in the Articles of Association and other proposals put before them. Extraordinary General Meetings are convened when necessary to consider specific proposals put before them for consideration. General Meetings of Shareholders are convened by the Board of Directors.

Each Suominen Corporation share entitles its holder to one vote. The company is not aware of any shareholder agreements concerning the use of voting rights or restrictions related to the conveyance of its shares.

The members of the Board of Directors, the President & CEO, and the candidates nominated for Board membership shall attend General Meetings, unless they can provide good reason for their absence.

Advance information

Shareholders shall be invited to General Meetings through a notice published on the company's website. The notice shall give at least the following information:

  • the time and place 
  • the proposed agenda for the General Meeting 
  • a description of the procedures that shareholders must comply with in order to be able to attend and cast their vote at the General Meeting 
  • the date on which a shareholder entered in the shareholder register has the right to attend and cast his or her vote at the General Meeting (so-called record date) 
  • the place where the documents and proposals for resolutions of the General Meeting are available 
  • the address of the company website

In addition, the company may, if so decided by the Board of Directors, announce the time and place of the General Meeting of Shareholders as well as the address of the company website in one newspaper in the company's domicile.

The following information shall be available on the company website at www.suominen.fi at least 21 days before the General Meeting: 

  • the notice of the General Meeting 
  • the total number of shares and voting rights according to classes of shares at the date of the notice 
  • the documents to be submitted to the General Meeting 
  • a proposal for a resolution by the Board of Directors or another competent body 
  • an item on the agenda of the General Meeting with no proposal for a resolution

The Board of Directors' proposals to a General Meeting and the invitation shall also be announced in a stock exchange release.

Minutes of the General Meeting

The minutes of a General Meeting are available to shareholders on the company website within two weeks from the General Meeting. Appendixes of the minutes are available only to the extent they describe the actual content of the decision.

General Meetings

AGM 2015 »
EGM 2014 »
AGM 2012 »
EGM 2011 »
AGM 2011 »
EGM 2010 »
AGM 2010 »
AGM 2009 »
AGM 2008 »

Nomination Board

 

Suominen has a permanent Shareholders’ Nomination Board established by the Annual General Meeting. The task of the Nomination Board is to prepare and present to the Annual General Meeting and, if necessary, to an Extraordinary General Meeting, a proposal on the remuneration of the members of the Board of Directors, a proposal on the number of members of the Board of Directors and a proposal on the members and the Chair of the Board of Directors. In addition, the task of the Nomination Board is to seek potential successors for the board members.

The Nomination Board shall consist of four (4) members, three of which shall be appointed by the company’s three largest shareholders, who shall appoint one member each. The Chair of the company’s Board of Directors shall serve as the fourth member.

The Nomination Board is established to exist and serve until the General Meeting of the company decides otherwise. The members shall be nominated annually and their term of office shall end when new members are nominated to replace them. The members of the Nomination Board shall be independent of the company, and a person belonging to the company’s operative management cannot be a member of the Nomination Board.

The shareholders entitled to appoint members to the Nomination Board are determined on the basis of the registered holdings in the company’s shareholder register on 1 September of yeach calendar year.

As of 4 September 2017, the members of the Nomination Board are: 

  • Thomas Ahlström, Managing Director of Antti Ahlström Perilliset Oy and member of the Board of Directors of Ahlström Capital
  • Erkki Etola, CEO of Oy Etra Invest Ab
  • Reima Rytsölä, Executive Vice-President of Varma Mutual Pension Insurance Company
  • Jan Johansson, Chair of Suominen’s Board of Directors.

In financial year 2016, the Nomination Board convened three times. The attendance rate at the meetings was 100%.

Diversity principles

 

At Suominen, diversity has been recognized as an essential success factor in the long term. Also in considering the Board’s composition, diversity is assessed through a number of viewpoints. Diversity in the Board’s competencies, experience and opinions promotes openness for new ideas and helps the Board support and challenge the company management. Further, diversity promotes open discussion, integrity of decision making, good corporate governance, effective supervision of both the Board and the management as well as supports succession planning.

Read the Diversity principles of the Board of Directors of Suominen Corporation.

Board of Directors

 

Composition of the Board of Directors

The Annual General meeting held on 15 March 2017 re-elected Mr. Andreas Ahlström, Mr. Risto Anttonen, Mr. Heikki Kasurinen, Ms. Laura Raitio and Ms. Jaana Tuominen as the members of the Board of Directors for the period ending at the close of the Annual General Meeting 2017. Mr. Jan Johansson was elected as a new member and Chair of the Board of Directors for the same period.

 

In accordance with the Market Abuse Regulation (MAR), effective as of 3 July 2016, the shareholdings of company management are not updated anymore. The data is available as per 2 July 2016.

Jan Johansson, b. 1954

Master of Laws

Member of the Board since 2017
Chair of the Board of Directors since 2017
Independent member

More info »

Number of Suominen shares held -

Principle working experience President and CEO, Svenska Cellulosa Aktiebolaget SCA, 2007-2015
President and CEO, Boliden AB, 2001-2007
Executive positions, Telia AB, 2001, Vattenfall Group, 1994-2001, Shell Group, 1985-1994

Swedish citizen


Positions of trust Chairman of the Board, OrganoClick AB
Member of the Board, Vinda International Holdings Ltd
Member of the Board, ÅR Packaging Group AB


Risto Anttonen, b. 1949

B.Sc. (Econ.)

Member of the Board since 2011
Deputy Chair of the Board of Directors since 2012
Independent member

More info »

Number of Suominen shares held 28 830

Principle working experience Deputy CEO, Ahlstrom Corporation 2009–2010
CEO, Ahlstrom Corporation 2008
Various managerial positions, Ahlstrom Corporation 1998–2008
CEO, Ahlstrom Alcor Oy, 1991-1998
Managing Director, Norpe Oy 1986–1991

Finnish citizen

Positions of trust Deputy Chair of the Board of Directors, Ensto Ltd.
Chair of the Board of Directors, Antoka Oy


Andreas Ahlström, b. 1976

M. Sc. (Ecnomics and Business Administration)

Investment Director, Ahlström Capital Oy
Member of the Board of Directors since 2015
Non-independent member

More info »

Number of Suominen shares held 5 360

Principle working experience Investment Director, Ahlström Capital Oy 2016-
Investment Manager, Ahlström Capital Oy 2010–2016
Sales Manager for Nordic Countries, Credit Agricole Asset Management 2006–2010
Account Manager Nordic Countries, Factiva a Dow Jones & Reuters Co 2005–2006
Customer Development Executive , Factiva a Dow Jones & Reuters Co 2004–2005
Consultant, Result Venture Knowledge 2003–2004

Finnish citizen

Positions of trust Chairman of the Board, Frangible Safety Posts
Member of the Board, Ripasso Energy
Member of the Board, Scandinavian Biogas


Hannu Kasurinen, b. 1963

M.Sc. (Econ.)

Senior Vice President, Head of Carton Board Business Unit, Stora Enso Corporation
Member of the Board of Directors since 2012
Independent member

More info »

Number of Suominen shares held 19 210

Principle working experience Senior Vice President, Head of Carton Board Business Unit, Stora Enso Corporation 2015-
CFO, Renewable Packaging Division, Stora Enso Oyj 2013–2015
Member of Group Executive Board, Stora Enso Group 2008–2013
Executive Vice President, Building and Living Business Area, Stora Enso Group 2008–2013
Senior Vice President, Group Strategy, Stora Enso Group 2007–2008
Senior Vice President, Speciality Papers, Stora Enso Group 2005–2007
Several managerial positions in Financial Services, Group Treasury, Risk Management, Strategy and Business Development and Profit Improvement, Enso-Gutzeit Oy, Enso Corporation and Stora Enso Group 1993–2005

Finnish citizen


Laura Raitio, b. 1962

Licentiate of Technology (Forest Products Technology)

Member of the Board of Directors since 2015
Independent member

More info »

Number of Suominen shares held 5 360

Principle working experience CEO, Diacor terveyspalvelut Oy 2014–2017
Executive Vice President, Building and Energy, Member of Executive Management Team, Ahlstrom Oyj 2009–2014
Senior Vice President, Marketing, Member of Corporate Executive Team, Ahlstrom Oyj 2006–2008
Vice President & General Manager, Ahlstrom Osnabrück GmbH 2002–2005
Managing Director, Ahlstrom Kauttua Oy 2001–2002
Director of Marketing, Communications and Quality Management, Ahlstrom Industrial Products Division 1999–2001
Several managerial positions, Ahlstrom Group 1990–1998

Finnish citizen

Positions of trust Partner and Member of the Board, Boardman Oy
Member of the Board of Directors, Neste Corporation
Member of the Board of Direstors, Raute Corporation
Member of the Board of Directors, Finnish Figure Skating Foundation


Jaana Tuominen, b. 1960

M. Sc. (Chem. Eng.)

President and CEO, Fiskars Corporation
Member of the Board of Directors since 2014
Independent member

More info »

Number of Suominen shares held 9 306

Principle working experience President and CEO, Fiskars Corporation 2017-
Paulig Group, Chief Executive Officer 2008-2017
General Manager, Monitoring Solutions, GE Healthcare (former Instrumentarium Corporation), and Managing Director, GEHC Finland Oy 2002–2008
Managing Director of NAF Oy and NAF Industries Oy and Director, Sales and Marketing, NAF AB 1998–2002
Marketing Manager, Product Manager ,Instrumentarium Oy/Datex-Ohmeda 1993–1998
Area Sales Manager ,Valmet Automation AB 1989–1993

Finnish citizen

Positions of trust Member of the Board, The Finnish Fair Corporation
Member of the Board, Finnair Corporation
Chairman of the Board, Member of the Board, Finnish Food and Beverage Industries’ Federation
Member of the Board, Confederation of Finnish Industries


Tasks and responsibilities of the Board of Directors

The Board of Directors is responsible for the administration and appropriate organization of Suominen’s operations. The Board is responsible for taking decisions on matters that are likely to have a major impact on the Company’s operations. The Board convenes according to an annual meeting plan. The main duties of the Board include:

  • deciding on the Company’s corporate structure and organization
  • nominating and dismissing the President & CEO
  • deciding on the salaries, bonuses, and other benefits paid to the President & CEO and his/her immediate subordinates
  • deciding on the Company’s salary and incentive system
  • considering and approving annual accounts, reports by the Board of Directors, financial statement releases, and interim reports
  • monitoring and supervising the Group’s performance and ensuring the effectiveness of its management
  • approving the Company’s operating policies (financing policy, insurance and risk management policy, and principles for corporate governance)
  • deciding on the acquisition and assignment of fixed assets
  • deciding on strategically and financially significant investments, acquisitions, divestments, or other arrangements
  • deciding on financial borrowings and pledging securities
  • considering and approving strategies and action plans
  • establishing a dividend policy and confirm the company’s targets.

Meeting practice

The Board of Directors convenes under the direction of the Chair or, if the Chair is unable to attend, the Deputy Chair. Principally, the matters are presented by the President & CEO.

In 2016, the Board of Directors convened 18 times, of which 9 times per capsulam. The attendance rate at meetings was 100%. The participation of each individual member is presented in the table below.

Evaluation of independence

The Board of Directors has evaluated the independence of its members. All members are independent of the company. All members are also independent of its significant shareholders, with the exception of Andreas Ahlström, who acted as Investment Director at Ahlström Capital Oy. The largest shareholder of Suominen, AC Invest Two B.V., is a group company of Ahlström Capital.

Self-evaluation

In financial year 2016, after each of its meetings, the Board assessed the preparations of the meeting, the course of the meeting and its own operations, in line with the principle of continuous development. The Chair of the Board of Directors interviews each member of the board individually once a year in order to further develop the operations of the Board and to focus its attention to the most relevant matters.

In addition, the Board of Directors reviewed its operations and procedures in the financial year 2016 through an internal self-assessment. The results of the assessment were submitted confidentially also to the use of the Nomination Board.

Board Committees

Audit Committee

The main tasks of the Audit Committee relate to ensuring the company’s good governance, accounting and financial reporting, internal control systems and the monitoring of the activities of the external auditing. The Audit Committee prepares for the Board matters that fall under its areas of responsibilities, but it does not have independent decision-making powers unless the Board resolves otherwise on certain matters.

The Chair and members of the committee are elected annually at the Board’s constitutive meeting. At least three members are elected to the committee. The members of the Audit Committee must be independent of the company, and at least one member must be independent of the company’s significant shareholders.

In its constitutive meeting on 15 March 2017, the Board of Directors re-elected Hannu Kasurinen as Chair and Andreas Ahlström and Jaana Tuominen as members of the Audit Committee.

In 2016, the Audit Committee convened four (4) times. The attendance rate at the meetings was 100%. The participation of each individual member is presented in the table below.

Personnel and Remuneration Committee

The Personnel and Remuneration Committee will prepare the remuneration and appointment matters concerning the company’s President & CEO and other members of senior management, as well as principles and procedures related to the remuneration of the company’s employees. The Committee will prepare for the Board matters that fall under its areas of responsibilities, but it does not have independent decision-making powers unless the Board resolves otherwise on individual matters.

The Chair and members of the committee will be elected annually at the Board’s constitutive meeting. The majority of the members of the Personnel and Remuneration Committee must be independent of the company. The President & CEO or a member of the company’s or Group’s management may not be a member of the Personnel and Remuneration Committee.

 In its constitutive meeting held on 15 March 2017, the Board of Directors elected Jan Johansson as the Chair of the Personnel and Remuneration Committee. Risto Anttonen and Laura Raitio were re-elected as members.

President & CEO and Group management

 

Corporate Executive Team

The President & CEO of Suominen Corporation is appointed by the Board of Directors. The President & CEO is responsible for day-to-day operations in accordance with the Companies Act and guidelines and instructions provided by the Board of Directors. The President & CEO is responsible for ensuring that the company’s accounting practices comply with the law and that its assets are reliably managed. The President & CEO acts as the Chair of the Corporate Executive Team and as the direct superior of the Team’s members.

Mrs Nina Kopola, b. 1960, M.Sc. (Chemical Eng.), Technology Licentiate acts as the President & CEO of Suominen Corporation.

The President & CEO is supported by the Corporate Executive Team and Corporate Leadership Team. The Corporate Executive Team comprises, in addition to the President & CEO who acts as its Chairman, the Senior Vice Presidents of the business areas, Senior Vice Presidents of Operations, the CFO; and the Senior Vice President, Human Resources.

The Corporate Leadership Team comprises, in addition to the members of the Corporate Executive Team, Vice President of R&D, Vice President of Investments & Technology, CIO; Vice President, Marketing & Product Management; Vice President, Sourcing; and Vice President, Corporate Communications & IR.

In accordance with the Market Abuse Regulation (MAR), effective as of 3 July 2016, the shareholdings of company management are not updated anymore. The data is available as per 2 July 2016.

Nina Kopola, b. 1960

Licentiate of Technology

President & CEO
Joined Suominen in 2011

More info »

Number of Suominen shares held 85 172

Principle working experience President and CEO, Suominen Corporation 2011–
Executive Vice President, President Europe, Dynea Oy 2008–2011
Executive Vice President, Global Market Applications, Dynea Oy 2006–2008
Group Vice President, Marketing, Dynea Oy 2005–2006
Various management positions in Marketing, Controlling and Business Analysis, Dynea Oy 2000–2005

Finnish citizen


Positions of trust Member of the Board, Metso Corporation
Member of the Board, Finnish Textile and Fashion
Member of the Supervisory Board, Ilmarinen Mutual Pension Insurance Company


Tapio Engström, b. 1963

M.Sc. (Accounting)

Senior Vice President, CFO
Joined Suominen in 2012
 

More info »

Number of Suominen shares held 33 266

Principle working experience Senior Vice President, CFO, Suominen Corporation 2014–
CFO, Suominen Corporation 2012–2013
CFO, Glaston Corporation 2010–2012
CFO, CPS Color Holding Oy 2009–2010
Director Business Development, Vaisala Corporation 2007–2009
CFO, Aspocomp Group Corporation 2006–2007
CFO, Vaisala Corporation 2002–2006

Finnish citizen

Positions of trust Member of the Board, Bright Maze Oy


Lynda A. Kelly, b. 1964

B.Sc. (Business Administration/Marketing)

Senior Vice President, Care
Joined Suominen in 2014

More info »

Number of Suominen shares held 10 000

Principle working experience Senior Vice President, Care, Suominen Corporation 2014–
Several managerial positions, recently as Director, Global Medical and Wipes, First Quality Nonwovens 2003–2014
Senior Consultant, John R Starr, Inc 2001–2003
Business Unit Manager, Medical/Consumer Fabrics, BBA Nonwovens 1996–2001
Several managerial positions, BBA Nonwovens, 1996–1987

U.S. citizen


Larry L. Kinn , b. 1957

B.A. (Chemistry)

Senior Vice President, Operational Excellence
Joined Suominen in 2011

More info »

Number of Suominen shares held 6 348

Principle working experience Senior Vice President, Operations Americas, Suominen Corporation 2014–
Vice President, Operations America, Suominen Nonwovens 2011–2013
Vice President, Operations America, Home and Personal, Ahlstrom Corporation 2008–2011
General Manager, Industrial Products NA, Ahlstrom Corporation 2005–2008
Technical Products Management, Ahlstrom Corporation, 2001–2005
R&D Management, International Paper/BBA 1996–2001

U.S. citizen


Markku Koivisto, b. 1971

M.Sc. (Tech.)

Senior Vice President and Chief Technology Officer
Joined Suominen in 2017

More info »

Principle working experience Senior Vice President and Chief Technology Officer, Suominen Corporation 2017–
Head of Global Business Development, UPM Raflatac 2011–2016
Vice President, Biocomposites Business Unit, UPM-Kymmene 2006–2015
Venture Manager, UPM-Kymmene 2001–2006
Tender Manager, Fortum 2000–2001
Several positions at Siemens 1996–1999

Finnish citizen


Ernesto Levy, b. 1969

BIE (Industrial Engineering), MBA (Marketing)

Senior Vice President, Convenience  
Joined Suominen in 2015

More info »

Number of Suominen shares held 12 000

Principle working experience Senior Vice President, Convenience, Suominen Corporation 2015–
Several Executive positions, recently as Vice President, Head of Marketing Americas, Novartis Consumer Health, Inc. 2012–2015,
Marketing Director, North America Oral Care, Procter & Gamble Company 2011–2012
Beauty Care Marketing Director, Procter & Gamble de México 2007–2011
Marketing Director, Dish Products, Procter & Gamble Company 2003–2007
Several managerial positions, Procter & Gamble 1998–2003

U.S. and Colombian citizen



Mimoun Saïm, b. 1964

ENSI Engineering

Senior Vice President, Global Operations
Joined Suominen in 2011

More info »

Number of Suominen shares held 21 525

Principle working experience Senior Vice President, Operations EMEA. Suominen Corporation 2014–
Vice President, Operations Europe, Suominen Nonwovens 2011–2013
Vice President, Operations Europe, Home and Personal, Ahlstrom Corporation 2008–2011

French citizen


Hannu Sivula, b. 1966

M.Soc.Sc.

Senior Vice President, Human Resources
Joined Suominen in 2012

More info »

Number of Suominen shares held 29 345

Principle working experience Senior Vice President, Human Resources, Suominen Corporation 2014–
Vice President, Human Resources, Suominen Corporation 2012–2013
Vice President, HR Europe Dynea Corporation 2010–2012
HR Director, Ship Power, Wärtsilä Corporation 2006–2010
Various managerial postions in Cargotec Corporation 1995–2006

Finnish citizen


Corporate Leadership Team

Suominen's Corporate Leadership Team (CLT) acts as an extended management team supporting President & CEO in the execution of strategic programs and creating functional expertise. In addition to the members of the Corporate Executive Team, the CLT includes the following persons:

Dan Dunbar, b. 1960

B.Sc. (Industrial and Management Engineering)

Vice President, Sourcing
Joined Suominen Corporation in 2014

More info »

Number of Suominen shares held 5 000

Principle working experience Vice President, Sourcing, Suominen Corporation 2014–
Global Sourcing Manager, Corporate Office, Dover Corporation 2009–2013
Vice President, Global Sourcing, DE-STA-CO, a Dover Company 2006–2009
World-Wide Commodity Manager, Industrial Technologies Segment, Ingersoll-Rand Company 2004–2006
Strategice Sourcing Manager, Fluid Products Division, Ingersoll-Rand Company 2001–2004
Strategic Sourcing Manager, Drill Division, Ingersoll-Rand Company 1999–2001

U.S citizen


Anu Heinonen, b. 1974

BBA

Vice President, Corporate Communications & IR
Joined Suominen Corporation in 2012

 

More info »

Number of Suominen shares held 5 000

Principle working experience Vice President, Corporate Communications & IR, Suominen Corporation 2014–
Communications Director, Suominen Corporation 2012–2013
Communications Manager, Alma Media Corporation 2007–2012
Communications Manager, Ahlstrom Corporation 2005–2007
Communications Officer, Ahlstrom Corporation 2003–2005
Consultant, Communications Agency Pohjoisranta 2000–2003

Finnish citizen


Roberto Pedoja, b. 1953

Dr. Engineer, Electronic

Vice President, Technology
Joined Suominen in 2011

More info »

Number of Suominen shares held 4 477

Principle working experience Vice President, Technology, Suominen 2014–
Vice President; Innovation, Technology & Investment; Suominen Nonwovens Ld 2011–2013
Vice President, Product Development & Technology, Home and Personal, Ahlstrom Corporation 2007–2011
Various managerial positions, Orlandi S.p.a. 1994–2007
Various managerial positions, Aermacchi, 1980–1994

Italian citizen


Timo Rautakorpi, b. 1968

M.Sc. (Tech.)

Vice President, CIO
Joined Suominen Corporation in 2012

More info »

Number of Suominen shares held 5 000

Principle working experience Vice President, CIO, Suominen Corporation 2014–
CIO, Suominen Corporation 2012–2013
Director, Solution Delivery Services, Metsä Group 2010–2012
Business-IT Manager, Metsä Group 2007–2010
Metsa Board, Various managerial positions in IT 2002-2007
SAP-Finland, Presales, sales and customer support 1998-2002

Finnish citizen


Saara Söderberg, b. 1968

M.Sc. (Tech.)

Vice President, Marketing & Product Management
Joined Suominen Corporation in 2013

More info »

Number of Suominen shares held 3 000

Principle working experience Vice President, Marketing & Product Management, Suominen Corporation 2013–
Director, Global Practice Leader, Pöyry Management Consulting Oy, Member of Business Group Executive Committee 2010–2013
Principal, Pöyry Management Consulting Oy 2010
Vice President, Tissue Business, Pöyry Finland Oy, 2009
Various positions at Jaakko Pöyry Consulting with increasing responsibility since 1996 in Finland, Italy, USA and Canada

Finnish citizen

Positions of trust Member of the Committee of Business Renewal, EK (Confederation of Finnish Industries)


Remuneration

 

Letter from the Chair of the Personnel and Remuneration Committee 2016 (pdf)

In financial year 2016 Suominen Corporation (Suominen) complied with the Finnish Corporate Governance Code 2015 issued by the Securities Market Association (“Code”). The Code is available on the Association’s website at www.cgfinland.fi. This Remuneration Statement has been prepared in accordance with the guidance provided in the Reporting section of the Code.

A. Decision-making procedure concerning the remuneration

Board of Directors

The Annual General Meeting determines the remuneration paid to the members of the Board of Directors in advance, for one year at a time. The Nomination Board prepares independently a proposal on the remuneration of the Board of Directors for the Annual General Meeting.  

President & CEO and other executives 

The Board of Directors of Suominen determines the salary, bonuses and other benefits paid to the President & CEO and to other executives (members of the Corporate Executive Team and the Corporate Leadership Team serving under the President & CEO). The remuneration of the President & CEO and other executives consists of a fixed monthly salary and benefits, of a performance-based bonus (short-term remuneration), and of a share-based incentive plans (long-term remuneration).

The Personnel and Remuneration Committee of the Board of Directors of Suominen prepares the remuneration and appointment matters concerning the company’s President & CEO and other executives, as well as principles and procedures related to the remuneration of the company’s employees. The Committee does not hold independent decision-making power as the matters are resolved by the Board.

B. Main principles of remuneration

The goals set for Suominen’s rewards are consistency, goal-orientedness, and incentive. The consistency and competitiveness of the rewards are ensured through systematic internal and external comparisons that also take into consideration local market conditions. Suominen’s reward system aims to ensure that a fixed proportion of the total reward is individually targeted and actively examined. The goal of an active reward system is to ensure that the company has a good employer brand, in the eyes of both current and new key employees. Clear indicators that reflect performance, as well as a focus on the results that have been achieved ensure that the reward is well-founded, goal-oriented and offers incentive. By selecting goals for the variable rewards, the aim is to steer management towards implementing Suominen’s strategy and achieving the financial targets. Short- and long-term performance-based remuneration is used to reward good performance and to contribute to the company’s financial success and the favorable development of its shareholder value. 

Main principles of remuneration of the Board of Directors

The remuneration of Suominen’s Board of Directors is based on fixed annual remuneration and meeting fees. 

Suominen’s Annual General Meeting held on 16 March 2016 resolved to keep the remuneration of the members of the Board of Directors unchanged. The annual remuneration of the Chair of the Board of Directors is EUR 50,000, of the Deputy Chair EUR 37,500 and of the members, EUR 28,000. 60% of the annual remuneration is paid in cash and 40% in Suominen Corporation shares. 

Of the remuneration payable in shares as described above, the number of shares transferred was determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, and calculated as the trade volume-weighted average quotation of the share during the one month period immediately following the date on which the interim report of January–March 2016 of the company was published. Shares were given out of the treasury shares held by the company by the decision of the Board of Directors on 2 June 2016.

Further, the members of the Board of Directors are paid a fee for attending meetings. Each member of the Board will receive EUR 500 for each meeting attended in the home country of the respective member and EUR 1,000 for each meeting attended elsewhere than in the home country of the respective member. Compensation for expenses is paid in accordance with the company’s travel rules that are in force at the time. The participation to the Board’s Committees is not compensated separately.

Members of Suominen’s Board of Directors do not have an employment relationship with the company. They are not included in the company’s stock option programs or share-based incentive plans and they do not have any pension contracts with the company.

Suominen Corporation shares that have been received as remuneration for the Board membership are not subject to restrictions or ownership obligations set by Suominen. 

Main principles of remuneration of the President & CEO

The remuneration of the President & CEO consists of a fixed monthly salary and benefits, of a performance-based bonus (short-term remuneration), and of a share-based incentive plans (long-term remuneration).

Long-term remuneration: share-based incentive plan 

The Board of Directors of Suominen decided on 4 December 2014 on two new share-based incentive plans for the Group management and Group key employees. The plan is divided in two; to Performance Share Plan and Matching Share Plan. The aim of the new plans is to combine the objectives of the shareholders and the persons participating in the plans in order to increase the value of the company in the long-term, to bind the participants to the company, and to offer them competitive reward plans based on earning and accumulating the company's shares.

Performance Share Plan

The Performance Share Plan includes currently three vesting periods, calendar years 2015–2017, 2016–2018 and 2017–2019. The Board of Directors will decide separately on new vesting periods. In addition, the Board of Directors will decide on the Plan’s performance criteria and required performance levels for each criterion as well as the participating persons at the beginning of an earnings period. The Performance Share Plan is directed to approximately 20 people. The Board of Directors is entitled to reduce the rewards agreed in the Performance Share Plan if the limits set by the Board of Directors for the share price are reached.

The potential reward of the Plan from the performance period 2015–2017 will be based on the Suominen Group´s net sales growth, earnings before interest and taxes (EBIT%) and return on invested capital (ROI %). The rewards to be paid on the basis of the performance period 2015–2017 correspond to the value of an approximate maximum total of 460,000 Suominen Corporation shares, of which the maximum portion of the President & CEO would be the value of 84,000 shares (both including also the proportion to be paid in cash). 

The potential reward of the Plan from the performance period 2016–2018 will be based on the Suominen Group´s net sales growth, earnings before interest and taxes (EBIT%) and return on invested capital (ROI %). The rewards to be paid on the basis of the performance period 2016–2018 correspond to the value of an approximate maximum total of 245,000 Suominen Corporation shares, of which the maximum portion of the President & CEO would be the value of 53,000 shares (both including also the proportion to be paid in cash).  

The potential reward of the Plan from the performance period 2017–2019 will be based on the Suominen Group´s net sales growth, earnings before interest and taxes (EBIT%) and return on invested capital (ROI %). The rewards to be paid on the basis of the performance period 2017–2019 correspond to the value of an approximate maximum total of 480,000 Suominen Corporation shares, of which the maximum portion of the President & CEO would be the value of 80,000 shares (both including also the proportion to be paid in cash).  

The fulfilment of the performance criteria of each vesting period is monitored annually and the potential rewards from the earnings periods 2015–2017, 2016–2018 and 2017–2019 will be paid in 2018, 2019, and 2020, respectively. The potential rewards will be paid partly in the company’s shares and partly in cash. The cash proportion of the reward is intended to cover taxes and tax-related costs arising from the reward to the participant. As a rule, no reward will be paid, if a participant´s employment or service ends before the reward payment.

The President & CEO of the company must hold 50% of the net number of shares given on the basis of the Plan, as long as her shareholding in total corresponds to the value of her annual gross salary. Such number of shares must be held as long as her service in a group company continues.

Matching Share Plan

The Matching Share Plan includes one three-year vesting period, calendar years 2015–2017. The prerequisite for receiving reward on the basis of this plan is that a person participating in the plan owns or acquires the company’s shares up to the number determined by the Board of Directors. Furthermore, receiving of reward is tied to the continuance of participant’s employment or service upon reward payment.

The members of the Corporate Executive Team and the Corporate Leadership Team belong to the target group of the Matching Share Plan. The rewards to be paid on the basis of the Matching Share Plan correspond to the value of an approximate maximum total of 110,000 Suominen Corporation shares, of which the maximum portion of the President & CEO would be the value of 20,000 shares (both including also the proportion to be paid in cash). In order to implement the Matching Share Plan, a share issue against payment was directed to the target group. A maximum total of 110,000 new shares in the company were offered in the share issue for subscription. The share subscription price for the new shares was EUR 3.35 per share, which equals with the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during 1–30 November 2014 and with the fair value approved by the Finnish tax authorities. In total 101,477 new Suominen shares were subscribed. The share subscription price was credited to the company’s reserve for invested unrestricted equity.

The decision on the share issue was based on the authorization by the Annual General Meeting of Shareholders held on 26 March 2014.

The terms and conditions of the share-based incentive plans were technically revised due to the reverse share split decided by the Annual General Meeting on 16 March 2016 and implemented on 21 March 2016. Moreover, also the figures concerning the value or amount of shares in this Statement have been revised to match with the number of shares and the share price after the reverse split.

Short-term remuneration 

Suominen applies a bonus scheme based on the principles approved by the Board of Directors in advance for one year at a time. For the President & CEO, the reward from the period is based on Suominen Group’s profit before taxes and may not exceed 60% of the annual salary.

Term of notice and severance pay

According to the written contract made with the President & CEO, the period of notice is six months should either the company or the President & CEO terminate the contract. Should the company terminate the President & CEO’s contract, severance pay corresponding to 12 months’ salary shall be paid. The President & CEO has no specific contract related to the termination of her contract due to a public tender offer.

Supplementary pension arrangement of the President & CEO

In addition to the statutory pension arrangements, Suominen’s President & CEO has a supplementary pension arrangement granting benefits for old-age, disability and survivor’s pension at the age of 63. The supplementary pension is a defined-contribution pension scheme and corresponds to 11.5% of the President & CEO’s annual salary (as defined in the Finnish Employees Pensions Act) for the year in question. The supplementary pension premium is based on the calculated annual earnings (fixed monthly salary plus estimated bonus). Any possible difference between the actual and calculated payment is taken into account in the following year’s payments. 

Main principles of remuneration of other executives

The remuneration of the other executives (Corporate Executive Team and Corporate Leadership Team) consists of a fixed monthly salary and benefits, a performance-based bonus (short-term remuneration), and of a share-based incentive plans (long-term remuneration). The remuneration system described above concerning the President & CEO is applied also to the members of Corporate Executive Team and Corporate Leadership Team, with the following exceptions: 

  • Long-term remuneration: Other executives must hold 50% of the net number of shares given on the basis of the Plan, as long as his or her shareholding in total corresponds to the value of half of his or her annual gross salary.
  • Short-term remuneration: For other executives, the bonus may not exceed 50% of the annual salary. In 2016 the performance-based bonus was based on the EBITDA (with actualization ranging from 0 to 100 %) and personal performance (with actualization ranging from 0 to 100 %). The payable bonus is calculated by multiplying the actualization of the personal performance by the actualization of the EBITDA.
  • The other executives are not covered by any special supplementary pension schemes. Pension arrangements in countries without statutory pensions are arranged through Suominen’s normal supplementary pension programs.

The executives and other key persons of Suominen act as members of the Boards of Directors of the company’s subsidiaries. Separate compensation is not paid for that duty. 

C. Remuneration report 

Remuneration of the Board of Directors in financial year 2016

 

 

 

Annual remuneration paid in cash, EUR

Annual remuneration paid in shares, EUR

Annual remuneration paid in shares, nr of shares

Meeting fees, EUR

Total, EUR

Jorma
Eloranta

Chair

30,320

19,999

5,213

4,500

54,819

Risto
Anttonen

Deputy Chair

22,740

15,000

3,910

4,500

42,240

Andreas Ahlström

Member

16,980

11,198

2,919

4,500

32,678

Hannu
Kasurinen

Member  

16,980

11,198

2,919

4,500

32,678

Laura Raitio

Member

16,980

11,198

2,919

4,000

32,178

Jaana Tuominen 

Member

16,980

11,198

2,919

4,500

32,678

 

Remuneration of the members of the Board of Directors totaled EUR 227,271 in financial year 2016. 

Remuneration of the President & CEO and Corporate Executive Team in 2016

In financial year 2016, the salaries and benefits paid to the President & CEO totaled EUR 425,593 including a bonus of EUR 94,473. Additionally, the President & CEO has a health insurance, of which the costs for the company were EUR 418 in 2016. Supplementary pension payments for the President & CEO were in total EUR 45,892. In financial year 2016, the President & CEO received no Suominen shares, stock options or other share-based rights as remuneration.

The salaries and benefits paid to the other members of the Corporate Executive Team totaled EUR 1,442,626 including bonuses of EUR 188,119. In financial year 2016, the members of the Corporate Executive Team received no Suominen shares, stock options or other share-based rights as remuneration.

Auditing

 

The Annual General Meeting held on 15 March 2017 re-elected Ernst & Young Oy, Authorized Public Accountant firm, as auditor of the company, with Kristina Sandin, Authorized Public Accountant, as the principal auditor.

The auditors and the Audit Committee of Suominen agree annually on an audit plan that takes into account that Suominen does not have a separate internal auditing organization. Internal audit findings are reported to the Audit Committee, President & CEO and the relevant management concerned.

In 2016, the fees paid to Ernst & Young for the statutory auditing of the Group companies totaled EUR 459 thousand. The fees paid to the auditing company and companies belonging to the same group for non-audit services such as tax, IFRS and other services, totaled EUR 24 thousand.

Risk management

 

Risk management is considered an integral part of running the business of Suominen, and the identification and assessment of risks is an essential element of internal control. The aim is to focus on the material risks that are significant from a business perspective. Risks are categorized into business risks caused by changes in the business environment and operational risks, caused by deficiencies in Suominen’s processes.

Operational risks are considered to have potentially a material value in transactions with external parties. However, Group instructions, process check-ups, allocation of tasks and standards set up by total quality operating systems help to establish a prudent environment in which exposure to material risks can be mitigated.

Risks relating to financial reporting are evaluated and monitored by the Board, aiming to ensure that the financial reporting of the corporation is reliable, supports decision-making and serves the needs of external stakeholders. The valuation of assets, liabilities and contingent liabilities based on various evaluation assumptions and criteria may constitute a risk.

Future estimates and assumptions on the reporting date involving a significant risk of causing material changes in the carrying amounts of assets and liabilities are continuously evaluated. Complex and evolving factors having an impact on business circumstances may add uncertainty to the assessment of the carrying amounts of assets. To avoid errors in stating the fair values of assets or liabilities, regular check-ups are made, e.g. by comparing material flows, values, and quantity and quality data with the information in accounting. The risk of errors due to irregularities and discontinuities in information is reduced by using established and automated system-based audit trails.

Business risks and uncertainties

The estimate on the development of Suominen’s net sales is partially based on forecasts and delivery plans received from the company’s customers. Changes in these forecasts and plans, resulting from changes in the market conditions or in customers’ inventory levels, may affect Suominen’s net sales. Due to the continued uncertainty in the general economic situation and the cautious consumer purchasing habits, the forecasts include uncertainty.

Suominen’s customer base is fairly concentrated, which adds to the customer-specific risk. Long-term contracts are preferred in the case of the largest customers. In practice, the customer relationships are long-term and last for several years.

The relevance of the United States in Suominen’s business operations increases the significance of the exchange rate risk related to USD in the Group’s total exchange risk position. Suominen hedges this foreign exchange position in accordance with its hedging policy.

The risks that are characteristic to South American region, including significant changes in business environment or exchange rates, could have an impact on Suominen’s operations in Brazil.

Suominen purchases significant amounts of pulp- and oil-based raw materials annually. Raw materials are the largest cost item for operations. Rapid changes in the global market prices of raw materials have an impact on the company’s profitability, as Suominen’s stocks equal to two to four weeks consumption and passing on price changes of these raw materials to the prices Suominen charges its contract customers takes between two to five months. 


Extended interruptions in the supply of Suominen’s main raw materials could disrupt production and have a negative impact on the Group’s overall business operations. As Suominen sources its raw materials from a number of major international suppliers, significant interruptions are unlikely.

Suominen has numerous regional, national and international competitors in its different product groups. There is currently oversupply in several product groups, particularly in Europe. If Suominen is not able to compete through an attractive product offering, it may lose some of its market share, and the competition may lead to increased pricing pressure on the company’s products.

The Group’s damage risks are insured in order to guarantee the continuity of operations. Suominen has valid damage and business interruption insurance according to which it is estimated that the damages can be covered and the financial losses caused by an interruption compensated.

Suominen performs goodwill impairment testing annually. In impairment testing the recoverable amounts are determined as the value in use, which comprises of the discounted projected future cash flows. Actual cash flows can differ from the discounted projected future cash flows. Uncertainties related to the projected future cash flows include, among others, the long economic useful life of the assets and changes in the forecast sales prices of Suominen’s products, production costs as well as discount rates used in testing. Due to the uncertainty inherent in the future, it is possible that Suominen’s recoverable amounts will be insufficient to cover the carrying amounts of assets, particularly goodwill. If this happens, it will be necessary to recognize an impairment loss, which, when implemented, will weaken the result and equity.

The Group’s financial risks consist of foreign exchange, interest rate, credit, counterparty, liquidity and commodity risks. The nature of international business means that the Group has risks arising from fluctuations in foreign exchange rates. The effect of changes in interest rate levels on Group result represent an interest rate risk. Credit and counterparty risks arise mainly from risks associated with the payment period granted to customers and, in the case of loan receivables, from the ability of the counterparty to repay the loans. Liquidity risk is the risk that the Group’s negotiated credit facilities are insufficient to cover the financial needs of the business or that obtaining new funding for these needs will cause a significant increase in financing costs.

Internal control

 

Control environment 

Control operations are embedded in the activities of Suominen’s organization. Controlling is executed in connection with the steering of business processes, supported by comprehensive reporting. 

Suominen’s control environment is based on instructions, the business culture and on the way of working adopted by the company’s managers and employees. The Group has established its values or guiding principles which encourage everyone at Suominen to adopt an active and ethical way of working both with various stakeholders and within the Group. In cascading the principles in the organization, honesty, transparency and working in teams are integral elements of establishing high ethical standards throughout the company. 

The foundation of the internal control process relating to activities is built up around the Group’s policies approved by the Board of Directors and other directives and instructions. The responsibility structure of the Group is based on authority inherent in the positions and work descriptions, segregation of duties and the “four-eyes” and “one-over” decision making principles. Effective internal control requires that duties are properly allocated to employees and potential conflicts of interests are identified and eliminated. A satisfactory control environment is ensured through internal analyses and evaluations of key processes as well as through revisions conducted by external auditors. 

Group Finance function supports the business units in analyzing their performance and profitability and in the decision-making concerning various business choices. Business Controllers at the unit level are responsible for ensuring that control procedures are in place and implemented in the units. It is the ICT function’s task to ensure that the security checks of ICT systems throughout the Group companies are functioning and are conducted at a sufficient level. 

Control activities

The internal control activities are in place, among others, to verify that the company’s financial reports provide true and fair information about the financial position of the Group. It is the duty of the Board of Directors and the President & CEO to organize the internal control activities. Each member of the Board of Directors receives monthly a report on the financial position of the Group. 

In practice, control activities are conducted in the meetings of the Board of Directors and the management groups, where the results of the activities are reviewed. Group Finance and the company’s controller network support and coordinate the financial management and control of the activities of the Group.

The internal control of Suominen has been decentralized across Group functions, who monitor the compliance of the operating guidelines approved by the Board concerning their areas of responsibility. In addition to the Group-level guidance, controlling measures are taken also at business unit and plant level. Controlling measures include both general and more detailed control procedures aiming to prevent, reveal and correct errors and deviations.

In the continuing business operations several controls activities are exercised to prevent potential errors and deviations in financial reporting. Moreover, the control activities are in place to help reveal and correct the identified errors. Suominen categorizes control activities into three categories. Documented instructions help the organization to standardize the monitoring of tasks. Continuous and regular reporting conveying feedback on the performance of Group functions and entities ensures that instructions and defined processes are followed. In critical processes, specific authorizations are needed in the work flow, either for security or for verification needs.

The need for separate evaluations, as well as their scope and frequency, will be defined by assessing risks and the effectiveness of ongoing monitoring procedures. Information security and related control activities play a key role when the features of ICT systems are being defined and applied.                                                         

Information and communication

The Group accounting manual, policies approved by the Board and other directives and instructions relating to financial reporting are updated and communicated on a regular basis by management to all affected employees and are also available in the intranet systems of Group companies. In addition, a standard reporting package is used by the units. Group management and business unit management conduct monthly reviews that include an analysis of performance metrics and indicators assisting management to better understand the underlying business performance. 

Follow-up

Ongoing responsibility for follow-up rests with the business units’ management and controller functions.

Regular inspections by quality auditors or customer audit personnel cover also the internal controls of supply chain processes.

The Group’s Finance function monitors the operations and processes of the Group units and the accuracy of external and internal financial reporting.

Insiders

 

Insider management

Suominen complies with Nasdaq Helsinki Ltd’s guidelines for insiders in force at any given time. In addition, the Board of Directors of the company has confirmed specific insider guidelines for the Company to complement Nasdaq Helsinki Ltd’s guidelines for insiders. Company’s insider guidelines were completely renewed due to Market Abuse Regulation ((EU) N:o 596/2014, ”MAR”), effective as of 3 July 2016.

As a result of the MAR regulation, Suominen has decided that after 3 July 2016 it will not maintain company specific register of permanent insiders. Persons involved in potential insider projects will be entered into project specific insider lists, established as needed.

Directors required to submit notifications

Based on MAR Regulation, Suominen is no longer obliged to maintain a public insider register. Instead, Suominen maintains a list of company’s directors and persons closely associated with them. Persons entered into that list have an obligation to notify Suominen and Finnish Financial Supervisory Authority all transactions made with Suominen’s financial instruments by them or on behalf of them. Suominen will disclose the notifications it has received as stock exchange releases as soon as possible.

At Suominen Corporation, the members of the Board of Directors and the President & CEO have been defined to be subject to the requirement to notify their transactions.

The information presented on the Management shareholdings page will not be updated after 3 July 2016. Disclosed stock exchange releases on the transaction notifications of directors and persons closely associated with them can be viewed at www.suominen.fi (> Investors > Share and shareholdings > Management transactions).

Closed period

Since the MAR regulation came in to force, as of 3 July 2016, Suominen’s defined directors are subject to comply with so called closed period. The closed period is applied prior to disclosure of financial reports. It lasts 30 calendar days, including the date of disclosure of a financial report. During the closed period, defined directors of Suominen may not trade with the share or another financial instrument of the company. Also core persons preparing financial reports, among others, are subject to a similar 30-day closed period. The times of the closed periods are disclosed through a stock exchange release and in the event calendar available at the company’s website.

During a closed period, trading with Suominen’s financial instruments by defined directors and core persons is possible only in certain very exceptional situations. An example of such an exceptional situation could be transaction conducted by director or core person to participate a share saving scheme of Suominen employees, which is a prerequisite for a director’s or a core person’s position. Making an exception to the 30-days-long closed period requires that the company gives approval for the transaction in question. The exception cannot be applied if a director or a core person has inside information.

Trading by directors and core persons

Directors and core persons, in addition to abiding by the closed period and other trade restrictions, must time their trading so that their trading does not weaken the general trust for the securities market. Suominen recommends that directors and core persons shall make long-time investments to the company’s shares and other financial instruments. Further, it is also recommendable to time the trading to a point in time, when the market has as complete knowledge of the factors affecting the value of the share or the financial instrument as possible.

Monitoring and control

The Insider Officer of Suominen is the company’s Chief Financial Officer. The Insider Officer is generally responsible for the administration insider issues with the company.

Without limiting to the obligations coming from MAR, Securities Marketing Act or Nasdaq Insider Guidelines, the Company's insider administration will assume responsibility for the following:

  • internal communications concerning insider issues
  • training in insider issues within the company
  • preparing and maintaining lists of directors and their closely associated persons
  • receiving notifications, which concern the transactions of the directors’ and their closely associated persons, going-through the notifications and forwarding those to the Financial Supervisory Authority (if a directors/closely associated person has authorized the company to do so) and publishing the relating stock exchange release
  • preparing and maintaining project-specific insider lists
  • preparing lists of personnel, who are defined as core persons
  • monitoring of the insider issues
  • administering the information to be published on the Internet, if needed.

Articles of association

 

1 § The Company's name and domicile

The Company's name is Suominen Oyj and in English Suominen Corporation. The Company's domicile is Helsinki.

2 § The Company's field of operations

The field of operations of the Company is to practise, either directly or through subsidiaries or partnership companies, industrial activity and trade related to non-woven materials, heavy webbings and narrow fabrics and packaging as well as other corresponding industrial activity and trade. The Company's field of operations is also the management and financing services of the Group. The Company may trade in securities and practise other investment activity.

3 § Book-entry system

The Company’s shares are incorporated in the book-entry system.

4 § Board of Directors

The Board of Directors shall be responsible for the management of the Company and for the proper arrangement of the Company's operations. The Board of Directors shall consist of no less than three (3) and no more than seven (7) members.

The Chair of the Board of Directors and the members of the Board of Directors are elected by the General Meeting. The Board of Directors elects from among its members the Deputy Chair of the Board of Directors. If during the term the Chair of the Board resigns or is permanently unable to perform his/her duties as the Chair of the Board, the Board of Directors may appoint a new Chair of the Board from among its members for the remaining term. 

The term of the members of the Board of Directors expires at the end of the first Annual General Meeting of Shareholders following his/her election.

5 § Managing Director

The Company has a Managing Director who is elected by the Board of Directors.

6 § Auditor

The Company has one (1) auditor who shall be an entity of Certified Public Accountants approved by the Finnish Central Chamber of Commerce. The term of the auditor shall expire at the end of the first Annual General Meeting of Shareholders following the election.

7 § Right to represent the Company

The Chairman of the Board of Directors and the Managing Director, both alone, or by two members of the Board of Directors together shall have the right to represent the Company. The Board of Directors may grant to persons employed by the Company the right to represent the Company so that such persons shall have the right to represent the Company two together or each of them together with a member of the Board of Directors.

8 § Procuration

Any authorisation for signing the Company's name per procuram will be decided by the Board of Directors.

9 § Financial year

The financial year of the Company shall be the calendar year.

10 § Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders shall be held annually by the end of April on the date decided by the Board of Directors.

11 § Notice of General Meeting of Shareholders

Notice of the General Meeting of Shareholders shall be announced on Company’s website no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting of Shareholders, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, the Company may, if so decided by the Board of Directors, within the same time announce the time and place of the General Meeting of Shareholders as well as the address of the Company’s website in one newspaper.

12 § Informing of participation in General Meeting of Shareholders

In order to participate in the General Meeting of Shareholders, a shareholder must inform the Company of the participation at the latest on the date mentioned in the invitation. The date may not be earlier than ten (10) days before the General Meeting of Shareholders.

13 § Matters to be addressed in the Annual General Meeting of Shareholders

The Annual General Meeting shall: 

receive:
1. the Financial Statements consisting of Consolidated Financial Statements and the Report of the Board of Directors;
2. the Auditors’ Report; 

decide on:
3. the adoption of the Financial Statements and Consolidated Financial Statements;
4. the disposal of the profit shown on the balance sheet;
5. the discharge from liability for the members of the Board of Directors and the Managing Director;
6. the remuneration of the members of the Board of Directors and the auditor;
7. the number of members of the Board of Directors; 

elect:
8. the members of the Board of Directors and the Chair of the Board of Directors and
9. the auditor. 

Disclosure policy

 

1 General principles

Suominen Corporation’s (“Suominen” or “Company”) share is listed on the NASDAQ Helsinki Ltd. In its public disclosures Suominen complies with the applicable Finnish and EU legislation and regulation and other requirements by the authorities such as the Securities Market Act, decrees by the Ministry of Finance, regulations, instructions and standards by the Finnish Financial Supervisory Authority, Rules of Helsinki Stock Exchange and Guidelines for Insider issued by Nasdaq Helsinki Ltd as well as the EU’s Market Abuse Regulation 596/2014. 

The purpose of the investor communications of Suominen is to communicate to markets reliable, sufficient and up-to-date information for basis of valuation of the Company’s share. Suominen follows the principal of equality in its investor communications.

Suominen’s Board of Directors reviews and approves the Disclosure Policy annually and it will be updated, if necessary.

2 Responsibilities

The President and CEO, the CFO and the IR and Communications Director are in co-operation responsible for the financial reporting and investor communications of the Company. In addition to them, only the Chair of the Board of Directors of the Company may provide statements regarding the financial standing and development of the Company. The management of the Company keeps the Company’s Board of Directors aware of the contents of the material stock exchange releases of the Company prior to the issuance thereof. The Board of Directors does not in advance approve all of the material stock exchange releases.

3 Matters to be disclosed

Public companies must follow the periodic and ongoing disclosure requirements. In addition the Company must follow other disclosure requirements pursuant to the applicable laws and regulations.

 

3.1 Periodic, ongoing and other disclosure requirements

Periodic disclosure requirement:

The periodic disclosure requirement includes the reporting of annual financial statements and interim reports. Suominen publishes financial reports quarterly and publishes the Company calendar regarding the planned release dates for the annual financial statements and following year’s interim reports prior to the beginning of new financial period. The Company calendar is also available at the Company’s website.

 

Ongoing disclosure requirement:

Suominen discloses as a stock exchange release as soon as possible details of major decisions, matters and events concerning directly itself that are of precise nature and which are consider such that the publication thereof would likely to have significant effect on the price of Suominen’s share or other financial instruments or on the price of related derivative instruments (“Financial Instrument”) (“Inside Information”).

Inside Information is considered to be precise in nature if it indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the Financial Instruments.

In the case of a protracted process, such as transaction negotiations, that is intended to bring about, or that results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information.  

Information which would be likely to have a significant effect on the prices of Suominen’s Financial Instruments, shall mean information a reasonable investor would be likely to use as part of the basis of his or her investment decisions.

Information which might constitute Inside Information are among others:

-        changes in Company’s management, 

-        future outlook and profit warnings, 

-        significant investments, financial arrangements and transactions, 

-        significant changes in the operative environment, 

-        significant new direction for business or new co-operation arrangement,

-        information on share issue, purchase or redemption offer or other change related to Company’s Financial Instruments such as combination or splitting of share series,

-        initiation of major legal proceeding or ruling therein or significant decisions by authorities.

 
The Board of Directors of Suominen or in urgent cases the President & CEO is responsible for defining whether information occurred falls under the definition of Inside Information.

 

Other disclosure requirements:

The other disclosure requirements of the Company concern, among others, invitation to the general meeting, proposals by the Board of Directors or other for the general meeting, issuance of shares, changes in the Board of Directors or management of the Company, change of the auditor of the Company, share based incentive plans, transactions between the Company and its related parties, purchase or conveyance of Company’s own shares.

The Company discloses information related to the abovementioned matters as soon as possible.

3.2 The delay of disclosure of Inside Information in certain cases

Suominen discloses Inside Information concerning directly itself as soon as possible. The Company may postpone the disclosure of Inside Information if all of the following requirements are fulfilled:
 

(i)               the immediate disclosure of Inside Information is likely to prejudice the legitimate interests of the Company;

(ii)              the immediate disclosure of Inside Information is not likely to mislead the public and

(iii)             the Company is able to ensure the confidentiality of that Inside Information.

 

In the following example situations the legitimate interest of the Company mentioned in above paragraph (i) may be prejudiced so that the delay of disclosure of Inside Information may be possible (provided that other requirements for the delay are fulfilled simultaneously):

(i)                ongoing negotiations, where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure;

(ii)              the information is related to a situation where the financial viability of the Company is in grave and imminent danger, and where such a public disclosure would seriously jeopardize the interest of shareholders by undermining the conclusion of specific negotiations designed to ensure long-term financial recovery;

(iii)             decisions taken or contracts made by the management body of the Company which need the approval of another body of the Company in order to become effective, and  the disclosure of the information before such approval, together with the simultaneous disclosure that this approval is still pending, would jeopardize the correct assessment of the information by the public;

(iv)             the information is related to progress in product development, patents or in other type of inventions and it is the benefit of the Company to protect the progress before the matter is disclosed;

(v)              the information is related to the Company’s decision to sell or buy a major holding in another company, and the deal may fail with premature disclosure or

(vi)             the information is related to a previously disclosed transaction requiring approval by authorities. In these situations, the disclosure of additional conditions imposed by an authority may be delayed if the disclosure might jeopardize the transaction.

 

In the following example situations, the delay in the disclosure of Inside Information is likely to be misleading the public (and the delay of disclosure is therefore not possible in these situations):

 

(i)              the information the Company intends to delay the disclosure of is materially different from a previous disclosure of the Company on the matter; 

(ii)             the information the Company intends to delay the disclosure of regards the fact that the Company’s financial objectives are likely not to be met, where such objectives were previously publicly announced; 

(iii)            the information Company intends to delay the disclosure of is in contrast with the market’s expectations, where such expectations are based on signals that the Company has previously set.

 

The possibility to delay public disclosure does not apply to the duty to issue a profit warning, therefore a profit warning shall be issued as soon as possible.

 The Board of Directors of Suominen, and in urgent cases the President and CEO, shall make the decision on delaying the publication of inside information.  The decision on the delaying the publication of Inside Information shall be documented and a case specific insider register shall be set up for that purpose. The Company follows the fulfillment of the requirements for the delay of disclosure and shall publish the delayed Inside Information as soon as possible when the requirements are no longer met. Inside Information shall not be published if the project concerning Inside Information expires.

 The Finnish Financial Supervisory Authority will be informed about the postponement immediately after the final announcement has been made. Justification on the fulfilment of the requirements set for the delay of publication of Inside Information shall be stored for 5 years and delivered to the Finnish Financial Supervisory Authority by request. 

3.3 Future outlook and updating thereof

In addition to what is required under other rules and instructions, Suominen complies the following principles in its financial reporting:

 

  • Suominen’s Board of Directors publishes financial outlook as part of the Company’s financial statements release which includes managements’ estimation for the net sales and operating profit (excluding non-recurring items) for the then current financial period. The outlook is published also in connection of each interim report during the financial period. Suominen does not publish outlooks for individual quarters.

  • The financial outlook is based on Company’s estimation regarding the development of net sales and operating profit and managements’ view of the market situation.

  • The financial outlook is primarily published in verbal form (forward looking statement), not as a figure form forecast.

  • Suominen reserves the right not to publish financial outlooks in exceptional circumstances.

  • If Suominen’s financial results during a financial period deviates in an unexpected and significant way from what could reasonably be expected based on information previously disclosed by the Company, the Company shall publish updated financial outlook as a stock exchange release as soon as possible.

  • The Company’s most significant risks and uncertainties are also described in the financial statements releases and interim reports.

3.4 Customer agreements

Customer agreements are generally frame agreements and their purpose is to steer operations. The deliveries pursuant to the agreements may not materialize. For confidentiality reasons Suominen does not generally publish details from customer agreements unless the agreement or other matter related thereto constitutes Inside Information.

3.5 Transactions

Transactions which are estimated likely to have significant effect on the price of the Financial Instrument of the Company are published pursuant to the ongoing disclosure requirement and the rules of Nasdaq Helsinki Ltd.

3.6 Information leaks, market rumors and crisis 

  • If Inside Information, of which disclosure has been delayed by the Company, has leaked prior to the disclosure thereof, Suominen publishes such information without delay.

  • Suominen does not comment market rumors. If the management of the Company estimates that the market rumor is likely to have significant effect on the price of Suominen’s Financial Instrument, Suominen may consider publishing a release to correct incorrect or misleading information and to provide correct information in a non-discriminatory way.

  • In a situation where the market rumor explicitly relates to Inside Information the disclosure of which has been delayed, the Inside Information shall be disclosed as soon as possible when the rumor is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured.

  • By request of Nasdaq Helsinki Ltd., the Company publishes information in such special circumstances that results in substantial uncertainty regarding fair and orderly trading in or the pricing of the Financial Instruments of the Company.
  • In crisis situations the local management of Suominen’s business units commences crisis management procedures, including communication procedures. In case the management of the Company estimates the situation so serious that it is likely to have significant effect on the price of Suominen’s Financial Instruments, the responsibility of communications is transferred to Suominen Group Communications function and a stock exchange release shall be published as soon as possible.

4 Investor relations and silent period

The Company regularly organizes investor meetings in connection with publishing of its financial reports. In addition, investors are met in connection with meetings organized by the Company or others. 

Suominen’s silent period commences 30 days prior to the publishing financial statements release or interim report and ends on the date publishing thereof. No investor meetings are organized during the silent period nor are the Group’s financial results or development commented.

The stock exchange releases are published through Nasdaq Helsinki Ltd. in Finnish and English language and simultaneously delivered to major media. The Company publishes releases also on its website as soon as possible.


5 Interpretation and application


The interpretation and application instructions related to this Disclosure Policy are provided by: President and CEO or person nominated by him/her.

 


Approved by the Board of Directors on 23 September 2008

Revised on 20 March 2009

Revised on 21 April 2010

Revised on 30 March 2011

Revised and amended on 24 April 2012

Revised and amended on 18 April 2013

Revised and amended on 28 April 2014

Revised and amended on 24 April 2015

Revised and amended on 27 April 2016

Revised and amended on 28 June 2016