Good corporate governance practices

The highest decision-making body of A. Ahlström Oy is the General Meeting of Shareholders. The Annual General Meeting decides on the composition of the Supervisory Board, the Board of Directors and the Supervisory Board Nomination Committee, as well as decides on the fees payable to members of the Supervisory Board and Board of Directors, the Board of Directors’ committees, the Nomination Committees and the auditors.

In addition, the General Meeting of Shareholders has exclusive authority over matters such as amending the Articles of Association, adopting the financial statements, deciding on the distribution of profits, deciding on releasing the Supervisory Board, Board of Directors and President from liability and electing auditors.

According to the Articles of Association, the Supervisory Board has eight to twelve ordinary members. The members of the Supervisory Board, the Chairman and the Vice-Chairman are elected at the Annual General Meeting for a term ending at the close of the next Annual General Meeting.

The duties and responsibilities of the Supervisory Board are based on the Finnish Limited Liability Companies Act and other applicable legislation as well as on the Articles of Association.

According to the Articles of Association, the Board of Directors has six to nine ordinary members. The members of the Board of Directors, the Chairman and Vice-Chairman are elected at the Annual General Meeting for a term ending at the close of the next Annual General Meeting.

The Board of Directors represents the owners of the company. The duties and responsibilities of the Board of Directors are based on the Finnish Limited Liability Companies Act and other applicable legislation, as well as on the Articles of Association and the rules of procedure adopted by the Board of Directors. The Board of Directors has general jurisdiction over all company affairs which under law or the Articles of Association are not specifically to be decided or implemented by other bodies.

The Audit Committee assists the Board of Directors in ensuring that A. Ahlström Oy’s accounting and financial management are appropriately supervised and that the company has appropriate systems of risk management and internal control. It is also the Audit Committee’s duty to monitor questions related to A. Ahlström Oy’s external fair value (EFV).

The Compensation Committee prepares, evaluates and advices the Board of Directors on matters related to the remuneration of the President and CEO as well as other senior management; incentive plans; succession planning; principles of remuneration policies, as well as compensation development internationally with regards to businesses relevant for A. Ahlström Oy.

The role of the Supervisory Board Nomination Committee is to prepare proposals for the Annual General Meeting on the composition of the Supervisory Board and on the remuneration of the members of the Supervisory Board and of the Supervisory Board Nomination Committee.

The role of the Board of Directors Nomination Committee is to prepare proposals for the Annual General Meeting on the composition of the Board of Directors and on the remuneration of the members of the Board of Directors, the Board Committees and the Board of Directors’ Nomination Committee.

A. Ahlström Oy’s President and CEO is appointed by the Board of Directors. The President and CEO organises and manages the company’s and the Group’s operations and is responsible for operational administration in compliance with the instructions and decisions of the Board of Directors. The President and CEO supervises and manages the analysis and appraisal of prospective investments, and the development and divestment of holdings.

The role of personnel and management is to assist the President in preparing strategic issues, in coordinating the company’s operations and in preparing and implementing operative matters that are significant in nature. Personnel and management prepare issues to be considered and decided by the Board of Directors.

The Auditors supply the company’s shareholders with the statutory auditor’s report as part of the annual financial statements. They also report on their observations to the company’s Board of Directors.

In March 2023, A. Ahlström Oy had 267 shareholders. No shareholder holds more than 5 % of the shares.