Page 31 - v2011eng

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edita plc is a
Finnish public limited
company that is 100 percent owned by
the Finnish State. Its corporate govern-
ance system complies with the laws of
Finland, Edita’s Articles of Association,
and, as applicable, the corporate govern-
ance recommendations concerning pub-
licly listed companies. The Edita Group
comprises the parent company, Edita Plc,
and its subsidiaries.
Governing bodies
Responsibility for the Edita Group’s gov-
ernance 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
Edita Plc’s supreme decision-mak-
ing body is the General 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 mat-
ters 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 com-
pensation 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 organization and supervi-
sion of the company’s assets and business
operations. The Board makes all major
decisions on operating policies, strategies,
capital expenditure, organization and
funding, and decides on all major trans-
actions concerning properties, operations,
and companies. The Board approves the
company’s values and policies and over-
sees their application in practice. The
Board approves its own working proce-
dure and meeting schedule.
The Board’s key functions are:
approving the annual operating plan
and budget
approving the financial statements
and the annual report
approving the organization and com-
pensation system
appointing and compensating the ceo
and the Group Management Team
appointing Committee members and
approving their working procedures
approving long-term objectives and
approving the Group’s values, and the
principles and policies of its control
and risk management system
supervising the appropriate arrange-
ment of accounting and financial
The Board of Directors has approved
the corporate manual to be applied
throughout the Group, the purpose of
which is to guarantee appropriate pro-
cedures in all Group operations. The
Board evaluates its working practices
annually. In 2011, the Board of Directors
consisted of Lauri Ratia (Chairman), Kaj
Friman (Vice-Chairman), and mem-
bers Carina Brorman, Riitta Laitasalo,
Jussi Lystimäki, Eva Persson and Petri
Vihervuori. In 2011, the Board con-
vened 12 times. The average attendance
rate was 92 percent. In the Board’s assess-
ment, 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 perma-
nent Committees: the Audit Committee
and the Structure and Compensation
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 man-
agement, and by overseeing auditing. In
2011, the Audit Committee consisted of
three members: Riitta Laitasalo (Chair-
man), Kaj Friman, and Jussi Lystimäki.
The Committee convened four times,
with an attendance rate of 100 percent.
bu s i n e s s
Corporate governance
edita’s year 2011