Corporate governance in HKScan Corporation is based on Finnish legislation, HKScan’s Articles of Association and the Finnish Corporate Governance Code as well as the charter and rules of procedure adopted by the company’s Board of Directors. HKScan furthermore complies with the rules and regulations of the Stock Exchange and the Financial Supervisory Authority.
This corporate governance statement has been drafted in accordance with recommendation 51 of the Code that entered into force on 1 January 2009 and with Chapter 2:6 of the Securities Markets Act. The corporate governance statement is issued separate of the Company’s annual report.
HKScan Corporation observes the Finnish Corporate Governance
Code drafted by the Securities Market Association, subject to the
following exceptions:
- Recommendation 9: No female members were elected to the
Company’s Board of Directors at the General Meeting of
Shareholders because no suitable female candidates with
good knowledge of the Company's industry was found −
in order to meet the recommendation of the Corporate Governance
Code regarding the gender distribution of Board members. However,
the Company aims to meet the recommendation of the Corporate
Governance Code in this respect, too.
- Recommendation 26: Mr Tero Hemmilä, member of the Audit
Committee, is not independent of the Company, because his
employment relationship with the Company has ended less than three
years ago.
- Recommendation 28: Members to the Nomination Committee may
be appointed also from outside the Board of Directors in order to
bring additional knowledge and expertise to bear on key
appointments within the Company.
The management and operations of the HKScan Group are the responsibility of the General Meeting of Shareholders, the Board of Directors and its four Committees, and the CEO. Their duties are determined in accordance with the Finnish Limited Liability Companies Act. The Group’s operational activities are the responsibility of the Group’s CEO assisted by the Group Management Board.