CORPORATE GOVERNANCE

Corporate governance of Cencorp Group

Cencorp Corporation is a Finnish public limited liability company, the decision making and governance of which complies with the company’s articles of association, the Finnish Limited Liability Companies Act and other legislation applicable to the company.

In addition, the company complies with NASDAQ OMX Helsinki Ltd’s guidelines for insiders and the Finnish Corporate Governance Code 2010 approved by the Securities Market Association, with the following exceptions:

  • According to Recommendation 9 of the Finnish Corporate Governance Code, both genders shall be represented on the board. At the Annual General Meeting held in 2010 and the Extraordinary General Meeting held on October 12, 2010, no women were elected as board members. The company’s goal is to comply with this recommendation of the Corporate Governance Code in the long term.
  • According to Recommendation 14 of the Finnish Corporate Governance Code, the majority of the directors shall be independent of the company. In addition, at least two of the directors representing this majority shall be independent of significant shareholders of the company. The composition of Cencorp's Board of Directors does not comply with the recommendation concerning the independence of directors specified in the Finnish Corporate Governance Code. Cencorp is part of the Finnish Savcor Group, and the General Meeting of Cencorp has deemed it appropriate to ensure strong owner representation in its Board appointments.

An unofficial English translation of the Finnish Corporate Governance Code is available on the website of the Securities Market Association at www.cgfinland.fi

Cencorp Group consists of the parent company Cencorp Corporation, a public limited liability company registered in Finland and domiciled in Mikkeli, and its five foreign and four Finnish subsidiaries. The bodies that exercise supreme decision-making power within Cencorp are the General Meeting, the Board of Directors and the President and CEO.

Corporate Governance Statement 2011

 
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