General

In addition to acts and regulations applicable to listed companies, eQ Plc complies with the Finnish Corporate Governance Code published by the Securities Market Association in October 2015. The entire Code is available on the website of the Securities Market Association at www.cgfinland.fi.

General Meeting of Shareholders

The General Meeting is eQ Plc’s highest decision-making body, at which the shareholders participate in the supervision and control of the company. eQ Plc convenes one Annual General Meeting (AGM) during each financial period. An Extraordinary General Meeting may be convened when necessary. Shareholders exercise their right to vote and voice their views at the General Meeting.

eQ Plc provides shareholders with sufficient information about the agenda of the General Meeting in advance. The advance information is provided in the notice of the General Meeting, other re-leases and on the company website. The General Meeting is organised in such a way that share-holders can effectively exercise their ownership rights. The goal is that the CEO, Chairman of the Board, and a sufficient number of directors attend the General Meeting. A person proposed as di-rector for the first time shall participate in the General Meeting that decides on his or her election, unless there are well-founded reasons for the absence.

Board of Directors

Composition of the Board

The General Meeting elects the directors. The director candidates put forward to the Board shall be mentioned in the notice of the General Meeting, if the candidate is supported by shareholders holding at least 10 per cent of the total votes carried by all the shares of the company, provided that the candidate has given his or her consent to the election. The candidates proposed after the delivery of the notice of the meeting will be disclosed separately. In its Annual Report, the company states the number of Board meetings held during the financial period as well as the average attendance of the directors. The directors are elected for one year at a time.

The company’s Articles of Association do not contain any provisions on the manner of proposing prospective directors. eQ Plc’s major shareholders, who as a rule represent at least one half of the number of shares and votes in the company, make a proposal on the number of directors, the di-rectors and their remuneration to the AGM.

A person elected as director must have the qualifications required by the work of a director and sufficient time for taking care of the duties. The company facilitates the work of the Board by providing the directors with sufficient information on the company’s operations. eQ Plc’s Board of Directors consists of 5 to 7 members. The Board of Directors elects the Chairman from among its members. The Board’s aim is to promote the versatility of the Board's composition for its part. eQ’s Board has defined a target regarding equal representation of genders on the Board. According to it, there should always be representatives of both genders among the directors. The Board aims at reaching this goal and maintaining it primarily by informing eQ Plc's owners actively about the goal. It is eQ Plc’s AGM solely that ultimately elects the directors and makes preparations for the election.

The company reports the following biographic details and holdings of the directors: name, year of birth, education, main occupation, primary working experience, date of inception of Board membership, key positions of trust, and shareholdings in the company.

The members of eQ’s Board of Directors shall provide the Board and the company with sufficient information for the evaluation of their qualifications and independence and notify of any changes in such information.

Operations of the Board of Directors

eQ Plc’s Board of Directors has drawn up a written charter covering its operations. Below is a list of the most important principles and duties presented in the charter. In order to carry out its duties, the Board of Directors:

  • confirms the company values and manners of operating and monitors their implementation
  • confirms the company’s basic strategy and continuously monitors that it is up-to-date
  • based on the strategy, approves the annual plan of operation and budget and supervises their outcome
  • reviews and approves the interim reports, report by the Board of Directors and financial statements
  • defines the company’s dividend policy and makes a proposal on dividend distribution to the AGM
  • convenes General Meetings
  • makes proposals to the General Meeting, when necessary
  • decides on major investments, corporate acquisitions and divestments and on investments that exceed two million euros
  • confirms the organisation structure
  • appoints and dismisses the CEO
  • sets personal targets for the CEO annually and assesses their outcome
  • appoints and dismisses the members of the Management Team, defines their areas of responsibility, and decides on the terms of their employment
  • decides on the incentive schemes and annual bonuses of the CEO and the personnel
  • goes through the major risks related to the company’s operations and their management at least once a year and gives instructions on them to the CEO, when necessary
  • meets the auditors at least once a year
  • convenes at least once a year without the executive management
  • assesses its own operations at least once a year
  • assesses the independence of its members
  • confirms its own charter, which is reviewed annually
  • handles other matters that the Chairman of the Board or the CEO has proposed to the agenda of a Board meeting, the directors also have the right to put matters on the Board agenda by informing the Chairman of this.

Board Committees

eQ Plc does not have any Board committees.

CEO

The CEO is in charge of the day-to-day administration of the company in accordance with the rules and regulations of the Finnish Limited Liability Companies Act and instructions and orders issued by the Board of Directors. The CEO may take measures that, considering the scope and nature of the operations of the company, are unusual or extensive with the authorisation of the Board. The CEO ensures that the accounting practices of the company comply with the law and that finances are organized in a reliable manner. eQ Plc’s Board of Directors appoints the CEO.

The company discloses the same biographic details and information on the holdings of the CEO as of the directors. The CEO shall not be elected Chairman of the Board. eQ Plc does not have substitute for the CEO.

Other executives

eQ Group has a Management Team that convenes regularly every month. The status of the Management Team is not based on company law, but in practice it has a significant role in the organisation of the company management. The Management Team consists of the persons heading the company’s operative business, the CFO and Group General Counsel. The main duty of the Management Team is to assist the CEO.

Insider administration

eQ Plc complies with the Guidelines for Insiders issued by Nasdaq Helsinki Ltd that entered into force on 3 July 2016 (Guidelines for Insiders of Listed Companies).

In addition to separate insider lists concerning inside information (project-specific insider list), the company maintains a supplementary permanent insiders section of the project-specific insider lists (permanent insiders). These lists or the information contained in them are not public. The insider lists are drawn up according to templates issued by the Financial Supervision Authority, and the information is available to the Financial Supervisory Authority for the supervision of the securities market.

eQ’s permanent insiders are only persons who, due to the nature of their function or position, have continuous access to all inside information that concerns the listed company and power to take managerial decisions affecting the future developments and business prospects of the company. eQ’s permanent insiders are Board members, the CEO and members of the Group management team appointed by the Board.

The company uses a project-specific insider list in measures or arrangements subject to confidential preparation that, due to their nature or size, deviate from the company’s regular business activities or the strategy published by the company, where the company has objectively evaluated at the time of assessment that it is reasonable to assume that the measure or arrangement under preparation will be realised. The company evaluates on a case-by-case basis whether a measure or arrangement under preparation is to be deemed a project. When establishing an insider project, the company also assesses if the criteria for delaying the disclosure of inside information are met and makes, when necessary, a decision on delaying the disclosure of the inside information concerning the project  in accordance with eQ’s disclosure policy.

In addition to actual insider lists, eQ maintains a list of persons covered by the so-called extended trading restriction. These persons participate in the preparation and drawing-up of eQ’s interim reports and financial statements releases or are otherwise part of the company’s so-called information core (e.g. persons responsible for business operations, the personnel of financial administration, risk management, legal and compliance functions as well as the IT function, and the secretary of the CEO).

Persons who are eQ Plc’s permanent insiders may not trade in eQ Plc’s financial instruments during a closed period or an insider project on their account or for the account of a third party, directly or indirectly. eQ’s closed period commences thirty days prior to the publication of an interim report (first, second and third quarter) or the financial statements release and ends the day following the publication day.

Persons who are entered in a project-specific insider list may not trade in eQ Plc’s financial instruments during the project on their account or for the account of a third party, directly or indirectly.

“Persons covered by the extended trading restriction” are not allowed to trade during the closed period.

The restriction on trading is applied to insiders, those under their guardianship and the organisations over which they exercise control. It is forbidden to circumvent the trading restriction by trading on one’s own behalf in the name of a person not covered by the trading restriction.

An insider is responsible for compliance with the trading restriction even when the management of his or her securities has been assigned to another person, such as a portfolio manager.

eQ Plc has informed its permanent insiders of the company’s Guidelines for Insiders. The company has a designated person in charge of insider issues (Compliance Officer), who carries out tasks related to the management of insider issues, the training on insider issues, and the maintenance and supervision of the insider lists. The company regularly offers training on insider issues to its new employees. The knowledge of other employees in insider issues is maintained and their need of training assessed continuously. The company checks the information in the insider list with insiders annually. In addition, the company checks at least once a quarter the transactions of persons covered by the trading restriction.

Updated November 4 2019