Corporate Governance

General

The management and supervision procedure in Neoxen Systems is based on the Companies Act and the company’s own Articles of Association and Corporate Code of Conduct. Corporate management and supervision are divided between the shareholders’ meeting, the Board of Directors, and the CEO. The CEO is in charge of the operative management. Neoxen aims to increase the company’s shareholder value in compliance with legislation and its social responsibilities.

Recommendation

Neoxen System complies with the corporate governance recommendation issued on 1 July 2004 by HEX Integrated Markets Ltd, the Central Chamber of Commerce and the Confederation of Finnish Industry and Employers.

The Meeting of the Shareholders

The highest decision-making body in Neoxen Systems is the general meeting of shareholders, at which the shareholders exercise their voting power in company matters under the provisions of the Companies Act and the Articles of Association.

The Annual General Meeting is held each year within six months of the end of the financial period. It elects the members of the Board and the auditors, and decides on issues such as distribution of profit, adoption of the financial statements and discharge from liability.

Extraordinary general meetings are convened if requested in writing by the Board, an auditor or shareholders exercising more than one tenth of the company shares.

Board of Directors

The Board represents all shareholders in corporate governance. It is responsible for the company’s management and the proper arrangement of its operations. It decides on the company’s mission, vision and central goals, and the strategies formulated to promote them. Further, the Board decides on the budgets and operational plans drawn up to implement the strategy, management and personnel reward systems, corporate and business acquisitions and other issues with extensive reverberations for the company. The Board decides on company organization on the basis of proposals made by the CEO.

In accordance with the Articles of Association, the Board comprises at least three and at most five members elected by the shareholders’ meeting. The Board elects from among its members a nomination committee that prepares the nomination of future Board members for the Annual General Meeting.

CEO

The CEO is responsible for corporate business operations and day-to-day management in accordance with the Companies Act and instructions from the Board. The CEO is the chairman of the Executive Management Team.

The Board appoints the CEO and decides on his salary and other benefits. The main terms and conditions of the CEO’s contract must be agreed on in writing.

Executive Management Team

The Executive Management Team’s function is to assist the CEO in the day-to-day management of business operations. The CEO chooses the members of the Executive Management Team and the Board appoints them.

External Audit

The shareholders’ meeting appoints an auditor who is responsible for external auditing. The auditor has to be an accounting firm authorized by The Central Chamber of Commerce. The shareholders’ meeting decides on the auditor’s remuneration.

Communication

The company’s information policy complies with the law.

For more information, please contact Mr. Esa Tervo


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