Corporate governance and management

Keliber Oy is a limited company registered in Finland and operating under the Finnish Limited Liability Companies Act as well as its Articles of Association.

The responsibility for the administration and management of the company is divided between the general meeting of shareholders, the board of directors and the CEO. The shareholders participate in the decision-making processes concerning the administration and management of Keliber Oy in the general meeting.

Board

Management group

General meeting

The Annual General Meeting shall be held annually on the date determined by the Board of Directors within six (6) months of the end of the financial year.

An annual general meeting must cover at least the following: The presentation of the

  • Financial statement
  • Auditor's report;

The decision on

  • Verifying the profit and loss account and balance,
  • Procedures required by the profit or loss in accordance with the verified balance,
  • Discharge from liability to the members of the board, and
  • If necessary, the number of members of the board;

The selection of

  • Members of the board, if necessary
  • Auditor and deputy auditor, if necessary.

The notice of general meeting must be delivered to the shareholders by mail or e-mail at the earliest two (2) months and at the latest eight (8) days before the meeting to their addresses marked in the company's list of shareholders or otherwise reported to the company for this purpose.

Board Committees

The Board of Directors has three committees: the Finance Committee, the Remuneration Committee and the Audit Committee. The Board of Directors elects the members of the committees from among its members at its annual assembly meeting and monitors the activities of the committees. The committees have charters approved by the Board.

Finance committee

The Finance Committee prepares matters relating to the financing of the Company and prepares action proposals to the Board of Directors. The charter of the Finance Committee has been adopted and approved by the Board of Directors on 16 March 2018.

The tasks of the Finance Committee are to prepare and make proposals to the Board of Directors of the Company, focusing on the following areas:

  • address the procurement of financing for the company and planning and implementing measures to administer the financing risks of the company;
  • address matters relating to financing, in particular the financing policy of the company, action plans relating to financing and financing agreements and authorisation related thereto.

In addition to the above tasks, the Finance Committee may have other tasks that are relevant for fulfilling the tasks of the Finance Committee.

The Finance Committee is entitled to investigate and explore matters related to its tasks and may, in accordance with its judgement, utilise external experts and advisors.

The Board of Directors is responsible for the handing of the tasks allocated to the committee. The committee does not have independent decision-making powers, but the board of directors decides as a collective upon matters belonging to it.

The committee will consist of 3-5 members in accordance with the decision by the board of directors. Members of the executive management of the Company as well as external members may be elected members of the finance committee.

Finance Committee in 2020

In its assembly meeting, the Board of Directors of Keliber Oy elected the members of the Finance Committee from amongst its members. The members of the Finance Committee are Lars K. Gröndahl (Chairman), Timo Kärkkäinen ja Mika Seitovirta.

Finance Committee in 2019

The members of the Finance Committee are Lars K. Gröndahl (Chairman), Timo Kärkkäinen ja Petra Thorén. The composition of the Finance Committee remained the same in the Board meeting in November 6, 2019.

The Finance Committee convened six (6) times during 2019. The attendance rate to the meetings was 100 percent.

Finance Committee in 2018

The Finance Committee consisted of five (5) members in 2018. The Finance Committee was chaired by Mr. Esa Tikka and its members were Mr. Lars K. Gröndahl and from executive management Mr. Pertti Lamberg (CEO) and Mr. Jaakko Vilponen (CFO). Also Mr. Matti Kangas was invited as a member of the committee until October 10, 2018, and Mr. Timo Kärkkäinen from October 10, 2018.

The Finance Committee convened nine (9) times during 2018. The attendance rate to the meetings was 100 percent.

Remuneration committee

The Remuneration Committee prepares matters relating to the remuneration of the managing director and other management of the Company as well as the incentive schemes relating to the personnel. The charter of the Remuneration Committee has been adopted and approved by the Board of Directors on 16 March 2018.

The tasks of the Remuneration Committee are:

  • preparing nomination matters concerning the managing director, deputy managing director and other top management and screening for their possible successors
  • preparing the terms and conditions as well as financial benefits for the managing director, deputy managing director and other top management
  • preparing matters relating to the Company’s incentive schemes
  • assessing the remuneration of the managing director, deputy managing director and other management and ensuring that the remuneration is appropriate
  • answering questions related to the remuneration statement at the General Meeting

In addition to the above tasks, the Remuneration Committee may have other tasks that are relevant for fulfilling the tasks of the Remuneration Committee.

The Remuneration Committee is entitled to investigate and explore matters related to its tasks and may, in accordance with its judgement, utilise external experts and advisors. The Board of Directors is responsible for the handing of the tasks allocated to the committee. The committee does not have independent decision-making powers, but the Board of Directors decides as a collective upon matters belonging to it.

The committee will consist of 3-5 members in accordance with the decision by the Board of Directors.

Remuneration Committee in 2020

In its assembly meeting, the Board of Directors of Keliber Oy elected the members of the Remuneration Committee from amongst its members. The members of the Remuneration Committee are Mika Seitovirta (Chairman), Karin Tynelius ja Harri Natunen.

Remuneration Committee in 2019

In its assembly meeting, the Board of Directors of Keliber Oy elected the members of the Remuneration Committee from amongst its members. The members of the Remuneration Committee until November 6, 2019 were Esa Tikka (Chairman), Karin Tynelius ja Harri Natunen. In the Board meeting in November 6, 2019, the Board of Directors of Keliber Oy selected Mika Seitovirta (Chairman), Harri Natunen ja Karin Tynelius as the members of the Remuneration Committee.

The Remuneration Committee convened one (1) time during 2019. The attendance rate to the meetings was 100 percent.

Remuneration Committee in 2018

In its assembly meeting, the Board of Directors of Keliber Oy elected the members of the Remuneration Committee from amongst its members. The members of the Remuneration Committee were Esa Tikka (Chairman), Lars K. Gröndahl and Timo Mäki.

The Remuneration Committee convened two (2) times during 2018. The attendance rate to the meetings was 100 percent.

Audit committee

In its assembly meeting in April 9, 2019 the Board of Directors decided to establish the Audit Committee and adopted and approved the charter for the committee. The Audit committee concentrates especially on issues relating to financial reporting and control.

The tasks of the Audit Committee are:

Financial Reporting

  • monitor the financial statement reporting process
  • monitor and assess the financial reporting process
  • monitor the financial situation and financing situation of the group
  • handle the budget, forecast and assumptions related to them
  • handle the financial statements, annual reports, interim reports and financial reports before the Board of Director’s approval as well as to handle the annual report, incl. e.g.:
    • ensure the accuracy of the results with the management and auditors
    • examine relevant accounting principles and the management’s estimates used in the preparation work
    • handle short-term risks and uncertainties as well as future outlooks
    • handle the Corporate Governance Statement given in connection with the financial statements and the annual report, in particular in respect to the main characteristics of the description concerning internal monitoring and risk management systems related to the financial reporting process included in the report
    • prepare a proposal on the publication of next year’s financial results and on the meeting schedule.

Internal Monitoring, Audit and Risk Management

  • monitor and assess the efficiency of the Company’s internal monitoring, possible internal audit and risk management systems
  • prepare a policy for managing financial risks and its amendments for the approval of the Board of Directors
  • monitor significant financial risks and their control measures
  • monitor other significant risks and their control measures
  • handle significant legal proceedings and other legal matters of the Company at least once a year with the Company’s [CFO/legal counsel]
  • monitor transactions of the Company’s management and their related parties and possible conflicts of interest related to them
  • approve the possible internal audit policy
  • handle the planning and reports of a possible internal audit.

Audit

  • monitor the statutory audit of the financial statements and consolidated financial statements
  • correspond with the auditor and handle reports drafted by the auditor to the audit committee and handle the management’s responses to them
  • assess the auditor’s audit plan, costs and auditor’s report
  • monitor and assess the independence of the auditor and the quality and scope of the audit services
  • monitor and assess other non-audit related services
  • prepare a proposal on the election of the auditor.

Compliance with Laws and Regulations

  • assess the compliance with laws and regulations and with rules, guidelines and recommendations given by Nasdaq Helsinki Ltd, Financial Supervisory Authority and other corresponding parties to the extent that they have an impact on the internal control, financial reporting, laws and regulations or on the assessment and control of risk management.

In addition to the aforementioned duties, the Audit Committee may also have other duties that serve a purpose in the conduct of the Audit Committee’s duties.

The Audit Committee has the right to do research and examine necessary matters related to its duties. The Audit Committee may be directly in contact with the auditors or with anyone in the Company’s organisation. The committee may use external expertise and advisers at its discretion. The Board of Directors is responsible for ensuring that the duties assigned thereby to the committees are carried out. The committee has no independent power to make decisions. The Board of Directors makes its decisions collectively.

The audit committee comprises of three members. The members must have the qualifications required for fulfilment of the Committee’s role, and at least one member shall have expertise either in accounting, bookkeeping or auditing.

Audit Committee 2020

In its assembly meeting, the Board of Directors of Keliber Oy elected the members of the Audit Committee from amongst its members. The members of the Audit Committee are Timo Kärkkäinen (Chairperson), Mika Seitovirta and Karin Tynelius.

Audit Committee 2019

The members of the Audit Committee until November 6, 2019 were Timo Kärkkäinen (Chairman), Esa Tikka and Petra Thorén. In the Board meeting in November 6, 2019, the Board of Directors of Keliber Oy selected Timo Kärkkäinen (chairman), Petra Thorén and Mika Seitovirta as the members of the Audit Committee. The Audit Committee convened three (3) times during 2019 and attendance rate to the meetings was 100 percent.

Shareholders Nomination Board

The general meeting of Keliber Oy (the “Company”) has approved this charter of the shareholders’ Nomination Board as a part of the corporate governance system of the Company on 18. June 2018.

The task of the Nomination Board is to prepare the proposals to the General Meeting concerning the election and remuneration of the members of the Board of Directors and for ensuring that the Board of Directors and its members have a sufficient level of knowledge and experience for the needs of the Company.

Shareholders Nomination Board

Audit

An auditing community approved by the Central Chamber of Commerce or a chamber of commerce is selected as the company's one official auditor. The company's auditor is selected for the task until further notice.

The auditor of Keliber is Ernst & Young with Authorized Public Accountant Benita Öling as the principal responsible auditor.

Keliber Oy's Articles of Association

§ 1 Business name and domicile

The business name of the company is Keliber Oy and its domicile is Kaustinen.

§ 2 Field of operations

The company's field of operations is the practice of mining, enrichment and refining operations, the research and development operations of natural resources and the environmental industry and related business operations. In addition, the company may practice energy production and related business operations. The company may own, manage and lease properties, mining rights and shares and other bonds related to their business operations.

§ 3 Share capital and shares

The Company has one series of shares. Each serie carries one (1) vote at the General Meeting.

§ 4 Board of directors

The company has the board of directors comprising three (3) to eight (8) elected, ordinary members. Deputy members can also be elected to the board of directors. The term of the Board members shall end at the closing of the next Annual General Meeting following the election. The general meeting elects the chair and the vice-chair of the board of directors.

§ 5 CEO

The company may have a CEO elected by the board of directors.

§ 6 Representation

The company is represented not only by the board of directors but also the CEO alone or the chair of the board of directors together with a member of the board of directors. In addition, the board of directors may authorise an appointed person to represent the company.

§ 7 Accounting period

The accounting period of the company is the calendar year.

§ 8 Auditor

An auditing community approved by the Central Chamber of Commerce or a chamber of commerce is selected as the company's one ordinary auditor. The company's auditor is elected for the task until further notice.

§ 9 Notice of general meeting

The notice of general meeting must be delivered to the shareholders by mail or e-mail no earlier than two (2) months and later than eight (8) days before the meeting to the addresses recorded in the company's list of shareholders or otherwise reported to the company for this purpose.

§ 10 Annual general meeting

An annual general meeting shall be held on a date selected by the board of directors within six (6) months from the end of the accounting period.

An annual general meeting shall:

review

  • the financial statements
  • the auditor's report;

take resolutions on

  • adoption of the income statement and the balance sheet,
  • measures required by the profit or loss, shown in the adopted balance sheet,
  • discharging the members of the board of directors from liability, and
  • if necessary, the number of the members of the board of directors;

elect

  • members of the board of directors, if necessary
  • auditor and the deputy auditor, if necessary.

§ 11 Redemption clause

Shareholders have the primary right and the company the secondary right to redeem shares transferred to a new owner from a shareholder other than the company. If more than one shareholder wants to exercise their right of redemption, the shares shall be allocated between the shareholders wishing to exercise their right of redemption in the proportion to their current ownerships of the company's shares. The company has the right to redeem the shares if no shareholders wish to redeem them.

The provisions of the Finnish Limited Liability Companies Act shall be applied to the redemption of shares in other respects.

§ 12 Consent clause

Should the shareholders or the company not exercise their right of redemption referred to in section 13, the new owner must obtain the consent of the board of directors in order to acquire the shares. The request concerning this consent shall be presented to the board of directors in writing. The board of directors must decide on issuing its consent to the transfer within two (2) months of receiving the written request or the consent shall be considered to be issued.
This clause must be recorded in all share certificates and in the share register.

§ 13 Book-entry system

The shares of the company belong to the book-entry securities system after the expiry of the registration period decided by the Board of Directors.