Corporate Governance

Suominen Corporation (“Suominen” or the “Company”) complies with the Finnish Corporate Governance Code 2020 (the “Code”) issued by the Securities Market Association. The Code is available on the internet at www.cgfinland.fi.

This Corporate Governance Statement (the “Statement”) is published separately from the report of Board of Directors. This 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.

Recent Corporate Governance Statements and Remuneration Statements

Corporate Governance Statement and Remuneration Statement 2019 (pdf)

Corporate Governance Statement 2018 (pdf)

Remuneration Statement 2018 (pdf) 

Corporate Governance Statement 2017 (pdf)

Remuneration Statement 2017 (pdf)

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’s governing bodies

 

Responsibility for the Company’s operations is held by the constitutional bodies required by the applicable laws and regulations. Suominen’s decision-making bodies are the General Meeting of Shareholders, the Board of Directors with its two Committees, and the President & CEO, supported by the Executive Team.

General Meetings of Shareholders

 

 

Suominen’s supreme decision-making body is the General Meeting of Shareholders, where shareholders exercise their decision-making power. The Annual General Meeting is held once per year before the end
of April on a date determined by the Board of Directors. It decides on the matters stipulated in the Finnish Companies Act and Suominen’s Articles of Association. Such matters include:

  • Adoption of the financial statements
  • Use of the profit shown on the balance sheet
  • Election of the Chairman, Vice Chairman and members of the Board of Directors and the decision on their remuneration
  • Discharging the members of the Board of Directors and the President and CEO from liability, and
  • Election of the Auditor and the decision on the Auditor’s compensation.

Suominen publishes a notice of the Annual General Meeting of Shareholders on the Company’s website no earlier than two months and no later than three weeks prior to the meeting, however, at least nine (9) days prior to the record date of the meeting. In order to participate in the Annual General Meeting, 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 meeting. 

Annual General Meeting in 2020

The Annual General Meeting was held in the simplest possible form in Helsinki on March 19, 2020. A total of 18 shareholders representing a total of 36,464,271 shares and votes were present at the meeting. One Board member and the Auditor of the Company were present at the meeting. The Annual General Meeting documents are available below from this site.

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 2018 »
AGM 2015 »
EGM 2014 »
AGM 2012 »
EGM 2011 »
AGM 2011 »
EGM 2010 »
AGM 2010 »
AGM 2009 »
AGM 2008 »

Shareholder's Nomination Board

 

Suominen has a permanent Shareholders’ Nomination Board established by the 2013 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 consists of four (4) members, three of which are appointed by the Company’s three largest shareholders registered in Euroclear on September 1, who appoint one member each. The Chair of the Company’s Board of Directors serves as the fourth member. The Nomination Board is established to exist and serve until the General Meeting of the Company decides otherwise. The members are nominated annually, and their term of office ends 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.

Nomination Board in 2019

Shareholders’ representatives on the Nomination Board in 2019 were Lasse Heinonen, representing AC Invest Two B.V., Erik Malmberg representing Oy Etra Invest Ab and Hanna Kaskela representing Varma Mutual Pension Insurance Company. Jan Johansson, Chair of Suominen’s Board of Directors served as a fourth member of the Nomination Board. Lasse Heinonen acted as the Chair of the Nomination Board.

In 2019, the Nomination Board convened six times. The attendance rate at the meeting was 100%.

Board of Directors

 

Composition of the Board of Directors

The 2020 Annual General Meeting elected six members to Suominen's Board of Directors. The term of office of the members of the Board of Directors ends at the close of the Annual General Meeting 2021.

Jan Johansson, b. 1954

Master of Laws

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

More info »

Principal 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 Chair of the Board, OrganoClick AB
Member of the Board, Vinda International Holdings Ltd
Member of the Board, OptiGroup AB


Andreas Ahlström, b. 1976

M. Sc. (Ecnomics and Business Administration)

Investment Director, Ahlström Capital Oy
Member of the Board since 2015
Deputy Chair of the Board since 2020
Non-independent member

More info »

Principal 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 Chair of the Board, Frangible Safety Posts
Member of the Board, Ripasso Energy
Member of the Board, Scandinavian Biogas


Björn Borgman, b. 1975

M.Sc. Industrial Engineering

Member of the Board since 2020
Independent member

More info »

Principal working experience Group Commercial Director, HL Display, 2015–
VP, Sales, Canada, Reckitt Benckiser, 2013–2015
Sales Director, Czech & Slovak Republics, Reckitt Benckiser, 2011–2013
Country Manager, Sweden, Reckitt Benckiser, 2008–2011
Head of Pricing, Europe, Reckitt Benckiser, 2006–2008
Brand Manager, Nordics, Reckitt Benckiser, 2005–2006
Business Development Manager, Nordics, Reckitt Benckiser, 2003–2005
Consultant, Crescendo Communication (now Xlent), 2000–2003
Supply Chain Analyst, EMEA, Procter & Gamble, 1999–2000

Swedish citizen


Positions of trust Member of the Board, Food & Consumer Products of Canada, 2013–2015


Nina Linander, b. 1959

B.Sc. degree in Economics and MBA

Member of the Board since 2020
Independent member

More info »

Principal working experience Partner, Stanton Chase International, 2006–2012
SVP and Head of Group Staff Finance, Electrolux AB, 2001–2005
Director and Head of Product area Electricity and other managerial positions, Vattenfall AB, 1994–2001

Swedish citizen

Positions of trust Chair of the Board, AWA Holding AB, 2017 – (Member of the board since 2009)
Chair of the Board, GreenIron H2 AB, 2019 –
Member of the Board, Telia Company AB, 2013 –
Member of the Board, Industrivärden AB, 2014–
Member of the Board, Castellum AB, 2014 –
Member of the Board, Swedavia AB, 2020–


Laura Raitio, b. 1962

Licentiate of Technology (Forest Products Technology)

Member of the Board since 2015
Independent member

More info »

Principal 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
Several managerial positions, Ahlstrom Group 1990–2006

Finnish citizen

Positions of trust Chair of the Board, Raute Corporation
Chair of the Board, Helsinki Deaconess Institute
Chair of the Board, Boardman Oy
Member of the Board, Solidium Oy
Member of the Board, Heltti Oy


Sari Pajari-Sederholm, b. 1968

M. Sc. (Tech.)

Senior Vice President, Sales and Marketing, Metsä Board Corporation 2017-
Member of the Board since 2019
Independent member

More info »

Principal working experience Senior Vice President, Business Development, Metsä Board Corporation 2011-2018
CIO, Senior Vice President, Metsä Group 2007-2011
Director, Group ICT, Metsä Group 2007-2009
Principal Consultant and Business Development Executive, IBM Corporation 2002-2007
PwC Management Consulting, Principal Consultant (2000-2002)
Various positions (Consultant, Senior Consultant, Vice President), Jaakko Pöyry Consulting 1990-2002

Finnish citizen


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

The Nomination Board's proposal on the composition of the Board of Directors to the Annual general Meeting 2020

Board of Directors

The main duty of the Board of Directors of Suominen is to direct Suominen’s strategy in a way that it, in the long run, enables the delivery of the financial targets set for Suominen and maximizes shareholder value while simultaneously taking into account the expectations of the key stakeholders.

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

The members of the Board of Directors are elected by the General Meeting of Shareholders. Pursuant to the Articles of Association of the Company, the Board shall have at least three and no more than seven members.

The main duties

The duties of the Board are defined in the Finnish laws and regulations, Suominen’s Articles of Association and the Finnish Corporate Governance Code. The main duties are the following:

  • 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 scheme considering and approving annual accounts, reports by the Board of Directors, financial statement releases, and interim reports
  • monitoring and supervising the Company’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 disposal of real property
  • deciding on strategically and financially significant investments, acquisitions, divestments, or other arrangements
  • deciding on obtaining credit and pledging securities
  • considering and approving strategy, sustainability agenda and action plans
  • establishing a dividend policy and confirming the Company’s targets.

 

Independence of the Board members

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 acts as Investment Director at Ahlström Capital Oy. The largest shareholder of Suominen, AC Invest Two B.V., is a group Company of Ahlström Capital.

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 2019, the Board of Directors convened 11 times, of which 1 time per capsulam. The attendance rate at the meetings was 98.5%. The participation of each individual member is presented in the table below.

 

Name

 

Participation

Jan Johansson   

Chair

11/11

Risto Anttonen

Deputy Chair

11/11

Andreas Ahlström

Member

11/11

Hannu Kasurinen

Member

11/11

Laura Raitio

Member

11/11

Sari Pajari 

Member

9/10

Until March 19, 2019

Jaana Tuominen

Member

1/1

 

Performance evaluation

In 2019, after most 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 Board of Directors conducted an annual evaluation of its operation and working methods during financial year 2019. The assessment was conducted internally. The results of the assessment were discussed confidentially also with the Nomination Board members to whom the report was provided.

Diversity principles of the Board of Directors

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 to new ideas and helps the Board support and challenge the Company’s management. Furthermore, diversity promotes open discussion, integrity in decision making, good corporate governance, and effective supervision of both the Board and the management, and it also supports succession planning.

The Nomination Board of Suominen’s shareholders evaluates the number of members on the Board, its composition and the competence requirements of the Board in the light of the present and future needs of the Company. When assessing the composition of the Board, the Nomination Board considers, among other things, whether the Board possesses a broad range of business knowledge and members representing both genders and various ages. It is Suominen’s objective to have both men and women on its Board.

It is fundamental that the Nomination Board’s final proposal to the Annual General Meeting is based on the qualifications and competencies of each candidate. In addition, candidates must also have the possibility to devote a sufficient amount of time to the Board work. 

The essentials of the diversity principles are described in this Statement. They can be reviewed in their entirety at www.suominen.fi.

 

Board Committees

The Board of Directors has two permanent committees: the Audit Committee and the Personnel and Remuneration Committee. The Board of Directors elects the members of the committees among its members at its annual organizing meeting. Both Committees report to the Board on their activities after each Committee meeting.

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 monitoring the activities of the external audit. The Audit Committee prepares for the Board matters that fall under its areas of responsibility, 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 the organizing meeting of the Board of Directors on March 19, 2020 Nina Linander was elected as the Chair of the Audit Committee and Andreas Ahlström and Laura Raitio were re-elected as members. 


Personnel and Remuneration Committee

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

The Chair and members of the committee are 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 the organizing meeting of the Board of Directors on March 19, 2020 Jan Johansson was re-elected as the Chair of the Personnel and Remuneration Committee and Sari Pajari was re-elected as a member and Björn Borgman was elected as a new member.

 

Management

 

President & CEO

The President & CEO (Managing Director) of Suominen 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 in charge of the day-to-day management of Suominen Group and is responsible for ensuring that the Company’s accounting practices comply with the law and that its assets are reliably managed pursuant to the Companies Act. The President & CEO acts as the Chair of the Executive Team as the immediate supervisor of the team’s members.

Petri Helsky, born 1966, serves as the President & CEO of Suominen. Mr. Helsky holds Master of Science degrees both in Engineering and Economics.

Executive Team

The President & CEO is supported by the Executive Team. The Executive Team consists of:

Petri Helsky, b. 1966

M.Sc (Econ.), M.Sc. (Tech.)

President & CEO 

Joined Suominen in 2019
 

More info »

Principal working experience President&CEO, Suominen Corporation, 2019-
CEO, Metsä Tissue Corporation, 2015-2018
President, Paper and Asia Pacific Region and member of Management Board, Kemira Corporation, 2008-2015
Senior Vice President, SBU Manager, Kemira ChemSolutions, Kemira Corporation, 2007-2008
Head of Sales and Marketing, SBU Hydrogen Peroxide, Solvay, 2002-2007
Managing Director, Finnish Peroxides, 1997-2002

Finnish Citizen

Positions of trust Member of the Board, Exel Composites Corporation


Toni Tamminen, b. 1978

D.Sc. (Tech.), M.Sc. (Econ.)

Senior Vice President, CFO

Joined Suominen in 2019


More info »

Principal working experience Senior Vice President, CFO, Suominen 2019–
Vice President, Controlling, Metsä Tissue 2018–2019
Vice President, Controlling / Vice President, Controlling and Strategy, Pulp & Paper, Kemira, 2012–2018
Senior Manager, SCM Controlling / Director, SCM Controlling & Development and SCM, Pulp & Paper, Kemira, 2009–2012
Several positions in IT, Kemira, 2006–2009

Finnish Citizen


Lynda A. Kelly, b. 1964

B.Sc. (Business Administration/Marketing)

Senior Vice President, Business Development
Interim Senior Vice President, Americas

Joined Suominen in 2014

More info »

Principal 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, 1987–1996

U.S. citizen


Markku Koivisto, b. 1971

M.Sc. (Tech.)

Chief Technology Officer
SVP, Europe business area

Joined Suominen in 2017

More info »

Principal 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


Klaus Korhonen, b. 1974

LL.M.

Senior Vice President, Human Resources and Legal Affairs

Joined Suominen in 2019

More info »

Principal working experience Senior Vice President, Human Resources and Legal Affairs, Suominen Oyj 2019–
General Counsel, EMEA, Kemira Oyj 2018–2019
Vice President, HR EMEA, Kemira Oyj, 2014–2017
Vice President, Global Legal, Kemira Oyj, 2012–2013
Director, Kemira Legal, Kemira Oyj, 2008–2012
Legal Counsel, Group Legal Affairs, Kemira Oyj, 2006–2008
Legal Counsel, Intellectual Assets, Kemira Oyj, 2001-2006

Finnish Citizen


Mimoun Saïm, b. 1964

ENSI Engineering

Senior Vice President, Global Operations

Joined Suominen in 2011

More info »

Principal 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


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

Suominen’s operative organization

As of July 1, 2019, Suominen’s operative organization consists of two business areas, Europe and Americas (until July 1 Suominen’s business areas were Convenience and Care), and seven global functions supporting the business: Operations, Finance, Sourcing, Technology, HR & Legal Affairs, Business Development and Communications & IR. The Company only has one operating segment.

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 the way of working adopted by the Company’s managers and employees.The Company has established 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 Company. 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 based on the Company’s policies approved by the Board of Directors and other directives and instructions. The responsibility structure of the Company 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.

The Company’s Finance function supports the business areas and subsidiaries in analyzing their performance and profitability and in the decision-making concerning various business choices. Controllers at the subsidiary level are responsible for ensuring that control procedures are in place and implemented in the subsidiaries. The ICT function ensures that the security checks of ICT systems throughout the Group are functioning and are conducted at a sufficient level.

Control activities

Internal control activities are in place to, among other things, verify that the Company’s financial reports provide a true and fair view of the Company’s financial position. 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 a monthly report on the Company’s result and financial position.

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

Internal control at Suominen has been decentralized across global functions, who monitor compliance with the operating guidelines approved by the Board concerning their areas of responsibility. In addition to the Group-level guidance, control measures are also taken at the business area and plant level. Control measures include both general and more detailed control procedures aimed at preventing, revealing and correcting errors and deviations.

In day-to-day business operations, several control activities are exercised to prevent potential errors and deviations in financial reporting. Moreover, control activities are in place to help reveal and correct the identified errors. Suominen categorizes its 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 global functions and each Group company 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, is 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 Company’s Financial Manual, policies approved by the Board and other directives and instructions relating to financial reporting are updated and communicated on a regular basis by the management to all affected employees and are also available in the intranet systems of the Group. In addition, a standard reporting package is used by the business areas and the subsidiaries. Group management and business area 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 area management and controller functions.

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

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

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 strategic, operational, financial and hazard risks.

Operational risks are considered to potentially have a material value in transactions with external parties. However, the Company’s instructions, process checkups, 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 Company 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 quantitative and qualitative 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.

Internal audit

 

Suominen does not have a separate internal audit organization. The Company’s auditor presents annually the external audit plan to the Audit Committee.

The Audit Committee considers annually whether there is a need to perform extended audit procedures. If the Audit Committee finds it necessary, it agrees separately with the Company’s auditor or other suitable parties on extended audit procedures. Findings related to extended audit procedures are reported to the Audit Committee, the President & CEO and the relevant management.

Insider management

 

Suominen complies with EU Regulation No. 596/2014 on market abuse (“MAR”) and 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.

Directors required to submit notifications

Based on the MAR Regulation, Suominen no longer maintains a public insider register. Instead, Suominen maintains a list of the Company’s directors and persons closely associated with them. Persons on that list have an obligation to notify Suominen and the Finnish Financial Supervisory Authority of 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 as subject to the requirement to report their transactions. Disclosed stock exchange releases on the transaction notifications of directors and persons closely associated with them can be viewed at www.suominen.fi.

Closed period

Suominen’s defined directors are subject to comply with the so-called closed period. The closed period applies prior to the disclosure of financial reports and lasts 30 calendar days, including the date of disclosure of a financial report. During the closed period, Suominen’s defined directors may not trade with the share or another financial instrument of the Company. Core persons preparing financial reports, among others, are also 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 on 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 is a transaction conducted by a director or core person to participate in a share-saving scheme for Suominen employees which is a prerequisite of a director’s or a core person’s position. Any exceptions to the 30-day-long closed period requires the Company’s approval of 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 must, in addition to abiding by the closed period and other trade restrictions, time their trading so that it does not weaken the general trust in the securities market. Suominen recommends that directors and core persons make long-term investments in 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 of the Company’s insider matters.

Without limiting the obligations arising from MAR, the Securities Marketing Act or Nasdaq’s Insider Guidelines, the Company’s insider administration assumes responsibility for 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 concerning the transactions of directors and their closely associated persons, going through the notifications and forwarding them to the Financial Supervisory Authority (if the director/closely associated person has authorized the Company to do so) and publishing the related stock exchange release, preparing and maintaining projectspecific insider lists, preparing lists of personnel who are defined as core persons, monitoring insider issues, and administering the information to be published on the internet, if needed.

 

Auditing

 

The Annual General Meeting held on March 19, 2019 reelected Ernst & Young Oy, Authorized Public Accountant firm, as auditor of the Company. Ernst & Young Oy appointed Toni Halonen, Authorized Public Accountant, as the principally responsible auditor of the Company. The auditors and the Audit Committee of Suominen agree annually on an audit plan.

Audit fees in 2019

Auditor's fees and services EUR
thousand
Auditing 488
Non-audit related fees (tax and other consulting fees) 46
TOTAL 534

Principles for related party transactions

 

Suominen’s related parties comprise Suominen Corporation and its subsidiaries as well as the members of the Board of Directors and Executive Team and their close family members as well as companies in which the individuals mentioned, alone or jointly with others, exercise control. Suominen maintains a list of its related parties. Any business transactions between the company and its related parties can be identified through the company’s ERP system. The company continuously develops its processes for monitoring and identifying related party transactions and for ensuring such transactions are in the ordinary course of business and at arm’s-length terms.

Remuneration

 

Remuneration Policy for the governing bodies 2020–2023

As of 2020 the remuneration principles and decision-making processes for the remuneration of Suominen’s Board of Directors and President & CEO are described in the company’s Remuneration Policy for the governing bodies. The Policy is based on the amendment of the EU’s Shareholders’ Rights Directive (SHRD II), the provisions of the Finnish Securities Market Act and Limited Liability Companies Act, and the Recommendations of the Finnish Corporate Governance Code 2020.

Suominen’s Remuneration Policy 2020-2023 was presented to the Annual General Meeting held on March 19, 2020. No voting was held on the Policy.

Remuneration policy (pdf)

Remuneration Statement 2019 of Suominen Corporation

This Remuneration Statement describes Suominen Corporation’s (“Suominen” or the “Company”) remuneration principles and the remuneration of the Board of Directors, President & CEO and other members of the Executive Team in 2019. This Statement has been prepared in accordance with the Finnish Corporate Governance Code 2015 (the “Code”). The Code is available on the Securities Market Association’s website at www.cgfinland.fi.

A. Decision-making procedure concerning the remuneration

Board of Directors

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

President & CEO and other executives 

The Personnel and Remuneration Committee of the Board of Directors of Suominen prepares the remuneration matters concerning the Company’s President & CEO and other executives. The Personnel and Remuneration Committee continuously evaluates the appropriateness of the President & CEO’s and other executives’ remuneration by assessing how their remuneration is positioned to the market and ensuring the remuneration is aligned with the Company’s strategy and the shareholders’ interests.

The Personnel and Remuneration Committee does not have independent decision-making power unless the Board of Directors resolves otherwise on individual matters. The Board of Directors determines the salary, bonuses and other benefits paid to the President & CEO and to other members of the Executive Team. The General Meeting or the Board of Directors authorized by the General Meeting, decides on the issue of shares, stock options or other special rights entitling to shares to the President & CEO or other executives. The President & CEO or the other executives are not involved in the decision-making process regarding their own remuneration.

The Board of Directors determines also the severance payments of the President & CEO in the case of termination of his or her contract.

B. Main principles of remuneration

Suominen strives to have a remuneration system that incentivizes to pursue towards the Company’s long-term financial performance and shareholder value creation. The Company aims to offer remuneration that attracts, motivates and retains the best possible management and Board members who drive Suominen’s performance and strategy in alignment with essential stakeholder interests. The Policy’s goal is to ensure that the philosophy of paying for performance is applied to Suominen’s remuneration.

Main principles of remuneration of the Board of Directors

The basis for determination of the Board of Directors’ remuneration is to ensure that the remuneration is competitive in relation to the market and that the remuneration reflects the competencies and efforts required from the members of the Board of Directors to fulfill their duties.

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

Suominen’s Annual General Meeting held on March 19, 2019 decided that the remuneration payable to the members of the Board remains unchanged. Consequently, the Chair of the Board of Directors was paid an annual fee of EUR 60,000, Deputy Chair of the Board an annual fee of EUR 37,500 and other Board members an annual fee of EUR 28,000. 60% of the annual remuneration was paid in cash and 40% in Suominen’s 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, calculated as the trade volume-weighted average quotation of the share during one-month period immediately following the date on which the interim report of January–March 2019 of the Company was published. The shares were given out of the treasury shares held by the Company on May 31, 2019. 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 valid travel policy.

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 share-based incentive plans and they do not have any pension contracts with the Company. Suominen shares that have been received as remuneration for the Board membership are not subject to restrictions or ownership obligations.

Main principles of remuneration of the President & CEO

Suominen strives to offer the President & CEO a remuneration structure that incentivizes towards the achievement of Suominen’s strategic targets and longterm shareholder value creation, while at the same time retaining the President & CEO in the Company. The consistency and competitiveness of remuneration is ensured through systematic internal and external comparisons that take into consideration the local market conditions.

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

Long-term remuneration

Share-based incentive plans

Incentive plan for calendar years 2015–2019

The Board of Directors of Suominen decided on December 4, 2014 on two share-based incentive plans for the Group management (including the President & CEO) and Group key employees: Performance Share Plan and Matching Share Plan. The aim of the plans was 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.

The Performance Share Plan included three earnings periods, calendar years 2015–2017, 2016–2018 and 2017–2019. The Performance Share Plan was directed to approximately 20 people, including the President & CEO. The Plan included a share price cap mechanism which cuts the reward if the limits set by the Board of Directors for the share price are reached. The objectives for the last performance period 2017–2019 of the Plan were Suominen Group’s net sales growth, earnings before interest and taxes margin (EBIT %) and return on invested capital (ROI %). As the set objectives were not met, no rewards will be paid on the basis of the Plan.

The Matching Share Plan included only one three-year vesting period, calendar years 2015–2017.

Incentive plan for calendar years 2018 and beyond

On December 11, 2017, the Board of Directors of Suominen approved a new share-based incentive plan for the Group management (including the President & CEO) and Group key employees. The aim of the new plan is to combine the objectives of the shareholders and the persons participating in the plan 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 2018

The new Performance Share Plan currently includes three 3-year performance periods, calendar years 2018–2020, 2019–2021 and 2020–2022. The Performance Share Plan is directed to approximately 20 people. The Plan includes a share price cap mechanism which cuts the reward 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 2018–2020 is based on the Relative Total Shareholder Return (TSR) and Earnings before Interest and Taxes margin (EBIT %). The potential rewards to be paid on the basis of the performance period 2018–2020 correspond to the value of an approximate maximum total of 502,000 Suominen shares, of which the maximum portion of the President & CEO would be the value of 88,000 shares (both including also the proportion to be paid in cash). The potential reward of the Plan from the performance periods 2019–2021 and 2020–2022 is based on the Relative Total Shareholder Return (TSR). The potential rewards to be paid on the basis of the performance period 2019–2021 correspond to the value of an approximate maximum total of 729,000 Suominen shares, of which the maximum portion of the President & CEO would be the value of 151,500 shares (both including also the proportion to be paid in cash). The potential rewards to be paid on the basis of the performance period 2020–2022 correspond to the value of an approximate maximum total of 893,000 Suominen shares, of which the maximum portion of the President & CEO would be the value of 224,500 shares (both including also the proportion to be paid in cash).

Reward payment and ownership obligation

The potential rewards from the performance periods 2018–2020, 2019–2021 and 2020–2022 will be paid partly in the Company’s shares and partly in cash in 2021, 2022 and 2023, respectively. The cash proportion 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 his or her shareholding in total corresponds to the value of his or her annual gross salary. Such number of shares must be held as long as his or her employment or service in a group Company continues.

Matching Restricted Share Plan 2019–2021

On June 4, 2019 the Board of Directors of approved a new share-based incentive plan for selected Group key employees. The aim is to align the objectives of the shareholders and key employees in order to increase the value of the Company in the long-term, to retain key employees at the Company, and to offer them a competitive reward plan that is based on acquiring, receiving and accumulating the Company’s shares.

The Matching Restricted Share Plan is directed to selected key employees in the Suominen Group. The prerequisite for receiving a reward from the plan is that a participant acquires the company’s shares, amounting to the number resolved by the Board.

If the prerequisites set for a participant have been fulfilled and his or her employment or service in a company belonging to the Suominen Group is in force at the time of the reward payment, he or she will receive matching shares as a reward.

The plan includes vesting periods, the duration of which is resolved by the Board. The potential reward will be paid partly in shares and partly in cash after a vesting period. The cash proportion is intended to cover taxes and tax-related costs arising from the rewards to the plan participants.

The prerequisite for reward payment is that a participant’s employment or service is in force upon reward payment. The plan rewards to be allocated in 2019–2021 will amount to a maximum total of 200,000
Suominen shares including also the proportion to be paid in cash.

The President & CEO is included in the Matching Restricted Share Plan. According to the Plan, the President & CEO is entitled to receive in total 20,000 Suominen shares (gross before taxes) on the condition that he has personally invested into 10,000 Suominen shares. The matching shares will be delivered in two equal installments in 2020 and 2021.

Short-term remuneration

Suominen applies an annual bonus scheme based on the principles approved by the Board of Directors in advance for one year at a time. For the financial year 2019, the President & CEO’s potential reward from the period was based on EBIT and certain personal targets, and it 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 his 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 members of the Executive Team consists of a fixed monthly salary and benefits, a performance-based bonus (short-term remuneration), and of share-based incentive plans (long-term remuneration). The remuneration system described above concerning the President & CEO is applied also to the other members of the Executive Team, with the following exceptions:

  • Long-term remuneration through the share-based incentive plans: A member of the Executive Team must hold 50% of the net number of shares given on the basis of the performance-based 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 Executive Team members, the bonus may not exceed 50% of the annual salary.
  • 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 in the Company’s subsidiaries. Separate compensation is not paid for such duties.

C. Remuneration report

Remuneration of the President & CEO and Executive Team in 2019

In 2019, the salaries and benefits paid to Petri Helsky, President & CEO, totaled EUR 423,672. Additionally, he had a health insurance, of which the costs for the Company were EUR 3,712 in 2019. Supplementary pension payments for Petri Helsky were in total EUR 50,903. No bonuses were paid to the President & CEO in 2019.

The salaries and benefits paid to the other members of the Executive Team totaled EUR 1,637,226, including bonuses of EUR 67,522. In 2019, the members of the Executive Team received no Suominen shares, stock options or other share-based rights as remuneration.

Remuneration of the Board of Directors in 2019

 

 

 

Annual remuneration paid in cash, EUR

Value of the annual remuneration paid in shares, EUR

Annual remuneration paid in shares,
nr of shares

Meeting fees, EUR

Total, EUR

Jan Johansson

Chair

35,999.67

24,000.33

9,629

10,000

70,000

Risto Anttonen

Deputy Chair

22,500.10

14,999.90

6,018

5,500

43,000

Andreas Ahlström

Member

16,801.18

11,198.82

4,493

5,000

33,000

Hannu Kasurinen

Member

16,801.18

11,198.82

4,493

5,500

33,500

Sari Pajari

Member

16,801.18

11,198.82

4,493

 –

28,000

Laura Raitio

Member

16,801.18

11,198.82

4,493

5,000

33,000

Jaana Tuominen

Member until
March 19, 2019

 –

 –

 –

4,000

4,000

 

 

Remuneration of the members of the Board of Directors, including the value of the remuneration paid in Suominen shares, totaled EUR 244,500 in 2019. 

 

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