Administration and management

The shareholders’ meeting is the highest decision-making body in the company. The annual general meeting of TVO is held each year in May at the latest. The annual general meeting is attended by the President and CEO, the Chairman of the Board of Directors, a sufficient number of members of the Board, and the auditor. TVO’s Board of Directors consists of a minimum of seven and a maximum of ten members.

According to the Articles of Association, a shareholder who owns more than 20 percent and less than 50 percent of all the company’s shares has the right to appoint three Board members. The Board elects a Chairman and a Deputy Chairman from among its members.

The shareholders have signed a mutual shareholders’ agreement, which contains more detailed regulations on corporate governance. The company’s administration and management are carried out in accordance with its corporate governance policies for administration and management systems, which were recorded and approved for application from the start of 2005 by the Board. The corporate governance policies are based on a recommendation concerning listed companies, which TVO adheres to where applicable.

Remuneration

The Nomination and Remuneration Committee operating under the Board of Directors approves the company’s commitment and remuneration systems. All permanent and long-term temporary employees are included in the employee bonus system. The company has a personnel fund, Teollisuuden Voiman henkilöstörahasto hr, and some of the employees have deposited their bonuses in the fund.

Internal control

The goal of internal control is to ensure with adequate certainty that:

• the operations are effective and in line with the company’s strategy and mission;
• the set goals and objectives are achieved;
• the company’s financial and operational control and reporting are reliable and correct; and
• the company’s operations comply with legislation.

Auditing

In accordance with the Articles of Association, the company has one auditor, which has to be an auditing firm certified by the Central Chamber of Commerce.

The auditors are responsible for auditing the company’s accounting records for the financial year, the annual financial statements, the report of the Board of Directors, and the administration. Furthermore, the parent company’s auditor must audit the consolidated financial statements. The Board of Directors and the President and CEO are given a summary report of the audit of the consolidated accounts. More information on TVO’s corporate governance can be found in the Corporate Governance Statement.

(July 30, 2020)