CORPORATE GOVERNANCE
VTI's Corporate Governance policy is decided by its Board of Directors and is based on the Finnish Companies Act and Finnish Securities Market Act.
The Shareholders' Meeting
The Annual General Meeting of Shareholders of VTI is the ultimate decision-making body of the Group. It convenes once a year to decide issues stipulated by the Finnish Companies Act, such as approving the annual accounts, setting the annual dividend, determining the number of the members of the Board, their election and renumeration, electing the auditors and changing the Articles of Association of the company. The Shareholders' Meeting is held by the end of June each year.
The Board of Directors
The Board of Directors is vested with power and responsibility as stipulated by the relevant laws and regulations and the Articles of Association of the Company. The Board comprises no less than three and no more than five ordinary members. The Board´s ultimate responsibility is to act in the best interest of all shareholders in order to increase the value of the company. The term of office of the members of the Board starts after the Sharholders' Meeting and ends after the next Annual Shareholders' Meeting.
The most important tasks of the Board are the approval of the strategic and business plans and objectives of the Group. It supervises the operations and management of VTI and decides on significant matters relating to strategy, investments, organisation and finance. Its work also includes decisions on, and follow-up of, general policies on accounting principles, internal audit and risk management. The Board appoints the CEO and the people reporting directly to him, and reviews and determines their compensation. The Board decides on the assessment criteria and evaluates its performance annually. The Board meets at least four times a year.
The Board has an Executive Committee to prepare issues for the
Board of Directors' resolution. The main issues include the election of
the Board Members, the CEO and those reporting directly to him, their
compensation, decisions on internal control and risk management and
other substantial agreements and contracts of the Group.
The Managing Director (CEO)
The CEO organizes and manages the day-to-day business of the company in accordance with the Finnish Companies Act and instructions issued by the Board of Directors. The CEO makes proposals to the Board about his subordinates and management team members, and their compensation. The CEO chairs the management team meetings.
VTI Technologies Oy's President and CEO is Markku Hirvonen .
Auditing
The shareholders at the Annual General Meeting elect one or two auditors for VTI. If the auditor is an authorized public accounting firm, one auditor is enough. The term of office of the auditors starts after the Annual General Meeting and ends after the next Annual General Meeting. VTI does not have a separate internal auditing organization.
