Huhtanen Capital is committed to good corporate governance by complying with laws and regulations in all its operations and by following the recommendations for good corporate governance.
Huhtanen Capital's corporate governance complies with the Company’s Articles of Association and the Companies Act. Furthermore, Huhtanen Capital's operations are guided by the company's values and internal operating principles.
Articles of Association
Huhtanen Capital Oy's Articles of Association were approved at the extraordinary general meeting on 22 June 2017.
Annual General Meeting
Huhtanen Capital Oy's Annual General Meeting is the Group’s highest decision-making body, in which shareholders exercise their right to vote and voice their views. The Annual General Meeting is held each year by the end of June. The Board of Directors convenes the Annual General Meeting. The Annual General Meeting makes decisions on matters within its competence under the Companies Act and the Articles of Association.
The Annual General Meeting is held each year by the end of June. Usually the Annual General Meeting has been held at the end of March or early April. The most significant matters that fall under the competence of the Annual General Meeting include:
the decision on the number of members in the Board of Directors
choosing the members for the Board of Directors
the decision on the Board of Directors' remuneration and financial benefits
the election and decision on the remuneration of the auditor
the adoption of the financial statements
making the decision on the discharge of the Board of Directors and CEO from liability
amending the Articles of Association
increasing the share capital
the decision on the distribution of company assets such as profit sharing
the decision on the mandates to be granted to the Board of Directors
A notice of the Annual General Meeting and the Board of Directors' proposals for the meeting are available at the company headquarters at the earliest two months and at the latest one week before the Annual General Meeting record date. The Board of Directors may choose to announce the Annual General Meeting in one or more newspapers and the company's website.
The following information will also be placed available at the company headquarters a minimum of one week before the Annual General Meeting:
documents to be presented for the Annual General Meeting
draft resolutions for the Annual General Meetings
Eligibility to attend
Those shareholders who have registered, in accordance with the act on the book entry system, at the shareholder register maintained by Euroclear Finland at the latest eight days before the Annual General Meeting (AGM record day) hold the right to attend and vote at the Annual General Meeting. Shareholders must register to attend the Annual General Meeting by the date mentioned in the notice. The date may be at the earliest 10 days before the meeting. Shareholders can participate in the meeting in person or appoint a proxy. The proxy must present a mandate or in some other reliable way prove the right to represent the shareholder.
Right to vote
Shareholders can use their right to attend Annual General Meetings and vote in the Annual General Meeting in person or via a proxy. The company's class A shares carry the right to vote with five (5) votes and class B shares with one (1) vote. If the shareholder's shares have been registered with more than one book entry account, the shareholder has the right to use a different proxy for each book entry account shares. The shareholder can choose to vote differently with different shares. Those shareholders who have registered with the shareholder register maintained by Euroclear Finland hold the right to attend and vote at the Annual General Meeting.
Board of Directors
Huhtanen Capital's Board of Directors and the Board's operating principles are presented below.
Primary occupation: Huhtanen Capital
Primary occupation: Y-K Oy Finland
Primary occupation: Business Center Papula
Board of Directors
Huhtanen Capital's Board of Directors is chosen by the Annual General Meeting. There is no special appointment procedure for the Board of Directors in the Articles of Association. In accordance with the Articles of Association, the number of members in the Board of Directors is a minimum of one and a maximum of six with at least one deputy board member if fewer than three members are elected. The Board of Directors’ term of office is indefinite.
Board of Directors' responsibilities
Huhtanen Capital's Board of Directors is responsible for the company’s administration and the appropriate arrangement of its operations, in accordance with the law and the Articles of Association. The Board of Directors also ensures that the supervision of the company’s accounting and asset management is appropriate. Huhtanen Capital's Board of Directors has confirmed its written rules of procedure, which define the Board of Directors' key duties, operating principles and meeting procedures as well as the annual self-assessment of the Board of Directors' operations and ways of working. In accordance with good corporate governance, the Board of Directors also ensures that the company confirms its operating values.
In accordance with the rules of procedure, the Board of Directors' main duties include:
appointing and dismissing the CEO
monitor the company management's operations
approving the company's strategy objectives
making decisions on major investments and other financial commitments and divestments
making decisions on significant changes to the company's business operations
ensuring that the company's operations are appropriately arranged
ensuring the appropriate operation of the management system
approval of the financial statements and interim reports
ensuring that the supervision of the company’s accounting and asset management is appropriate
ensuring that the group operates in accordance with laws and regulations
approval of the principles of good corporate governance, internal control, risk management and other key processes and operating principles.
making the decision on the CEO's remuneration and the remuneration principles for other management and Huhtanen Capital's key personnel.
The chairman of the Board of Directors ensures and monitors that the Board of Directors fulfils its duties in accordance with the law and the Articles of Association.
The company has a liability insurance for its Board of Directors and all parties who hold decision-making power within the company.
CEO and management group
Huhtanen Capital's Board of Directors chooses the CEO for the company and makes the decision on his/her employment conditions. The CEO is in charge of the day-to-day administration of the company in accordance with the instructions and orders issued by the Board of Directors. The CEO's duties include the management and supervision of the group's operations, preparation of the Board of Directors' agenda and the implementation of the Board of Directors' decisions. In accordance with the Companies Act, the CEO ensures that the accounting practices of the company comply with the law and that financial matters are organised in a reliable manner.
The deputy CEO assists the CEO with the company's operative management.
In accordance with the Articles of Association, the company chooses one auditor and one deputy auditor. The auditors are chosen for the role for an indefinite term.
The Annual General Meeting elected PriceWaterhouseCoopers as the audit firm with Authorised Public Accountant Tuomas Honkamäki as the responsible auditor. Our auditor submits an Auditor’s Report, as required by the law, to the shareholders in connection to the company's annual financial statements. The audit ensures that Huhtanen Capital's financial statements and the Board of Directors' report give the correct and sufficient information on the company's result and financial position. Furthermore, the audit also includes an inspection of the company's bookkeeping and governance. The statutory auditor's report is sent to the shareholders in connection to the company's financial statements. The auditors report their observations at least once a year to the Board of Directors in full.
The responsible auditor for Huhtanen Capital and all the group companies is Tuomas Honkamäki (firstname.lastname@example.org)
Tuomas has more than 17 years of experience of auditing different kinds of companies and groups and of financial administration and financial statements related issues. Tuomas' strong practical expertise promotes the development of the company's reporting and solving the challenges related to that. He works as the auditor in a number of funds and their target companies. Tuomas knows the special features of the investment property market and its accounting. He works annually as a trainer in a number of education providers' training events with themes such as M & A, financial instruments and group reporting. He has also participated in writing the following two books on these topics: Konsernitilinpäätöksen laadinta and Yritysjärjestelyjen käsikirja – Kirjanpito, verotus ja yhtiöoikeus. Tuomas is a member of the bookkeeping committee for the Finnish Association of Auditors (Suomen Tilintarkastajat)