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financial statements 2011
69
Corporate governance
principles
Edita Plc is a Finnish public limited company that is
100 percent owned by the Finnish State. Its corporate
governance system complies with the laws of Finland,
Edita’s Articles of Association, and, as applicable, the
corporate governance recommendations concerning
publicly listed companies.
The Edita Group comprises the parent company,
Edita Plc, and its subsidiaries.
Governing bodies
Responsibility for the Edita Group’s governance and
operations rests with Edita Plc’s governing bodies,
which consist of the General Meeting of Shareholders,
the Board of Directors and the ceo.
General meeting of shareholders
Edita Plc’s supreme decision-making body is the Gen-
eral Meeting of Shareholders, which convenes at least
once a year. An Annual General Meeting is held by the
end of May on a date set by the Board of Directors.
The General Meeting makes decisions on the matters
specified in the Limited Liability Companies’ Act and
the Articles of Association, such as the acceptance of
the financial statements, the distribution of dividends,
the election of the Board of Directors and the Auditor,
and the compensation payable to them.
Board of Directors
The Annual General Meeting elects from four to eight
directors to the Board of Directors for a term of one
year. Their term expires at the end of the Annual
General Meeting that first follows their election. The
Chairman of the Board and the Vice-Chairman are
elected by the General Meeting of Shareholders.
The Board of Directors is responsible for the
company’s management and for the appropriate organi-
zation and supervision of the company’s assets and busi-
ness operations. The Board makes all major decisions
on operating policies, strategies, capital expenditure,
organization and funding, and decides on all major
transactions concerning properties, operations, and
companies. The Board approves the company’s values
and policies and oversees their application in practice.
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The Board approves its own working procedure
and meeting schedule. The Board’s key functions
are:
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approving the annual operating plan and budget
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approving the financial statements and the annual
report
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approving the organization and compensation
system
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appointing and compensating the ceo and the
Group Management Team
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appointing Committee members and approving
their working procedures
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approving long-term objectives and strategies
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approving the Group’s values, and the principles and
policies of its control and risk management system
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supervising the appropriate arrangement of ac-
counting and financial management
The Board of Directors has approved the corporate
manual to be applied throughout the Group, the pur-
pose of which is to guarantee appropriate procedures
in all Group operations. The Board evaluates its work-
ing practices annually.
In 2011, the Board of Directors consisted of
Lauri Ratia (Chairman), Kaj Friman (Vice-Chairman),
and members Carina Brorman, Riitta Laitasalo, Jussi
Lystimäki, Eva Persson and Petri Vihervuori. In 2011,
the Board convened 12 times. The average attend-
ance rate was 92 percent. In the Board’s assessment,
all members are independent of the company, and all
members except Petri Vihervuori are independent of
the company’s owner, the State of Finland.
Board committees
The Board Committees assist the Board by preparing
the business to be handled by the Board. The Board
has two permanent Committees: the Audit Commit-
tee and the Structure and Compensation Committee.
Audit Committee
The Audit Committee assists the Board by monitoring
the financial situation and by performing supervisory
tasks, by directing reporting practices and internal
audit functions, by supervising risk management, and
by overseeing auditing.
In 2011, the Audit Committee consisted of three
members: Riitta Laitasalo (Chairman), Kaj Friman, and
Jussi Lystimäki. The Committee convened four times,
with an attendance rate of 100 percent.