Corporate Governance
The governance of Elektrobit Corporation (hereinafter "Company") is determined by the Company's Articles of Association, the laws of Finland (such as the Finnish Companies Act and Securities Market Act) and the Company's Corporate Governance Code. The Company follows with some exceptions the Finnish Corporate Governance Code 2011 prepared by the Finnish Securities Market Association ("Finnish Governance Code"). The Governance Code may be viewed, inter alia, at the Finnish Securities Market Association website at www.cgfinland.fi.
The Company has departed from certain individual recommendations of the Finnish Governance Code. These departures are concerning the gender composition of the Board (Recommendation 9) and the number of the Board's Audit and Financial Committee members (Recommendation 22) as explained in further detail below. According to the Finnish Governance Code, one element of a diverse composition of the board is to have both genders represented on the board. The Company has departed from this recommendation, as the Annual General Meeting held on March 31, 2011 did not elect both genders to the Board of Directors. The proposal adopted by the Annual General Meeting regarding the composition of the Board was made by shareholders who represented approximately 50% of the shares of the Company. The management of the Company and the composition of the Board are thereby based on strong ownership steering and, thus, the main shareholders have a significant representation in the Company's Board. The Company does not have a nomination committee. The members of the Audit and Financial Committee in year 2011 have been Staffan Simberg (chairman of the committee) and Seppo Laine, Authorised Public Accountant. Taking into consideration the composition and the number of Board members in 2011 and the financial expertise held in particular by Seppo Laine, the assembly meeting of the Board resolved to deviate from the Governance Code's recommendation concerning a minimum of three committee members.
The statutory governing bodies of the Company are the Shareholders' meeting, Board of Directors, Chief Executive Officer and the Auditor. Other corporate management and the below described business segments' management support the statutory governing bodies of the Company. The Company's domicile is Oulu.
The Company's Corporate Governance Code and the Corporate Governance Statement for each accounting period are publicly available at the Company's website at www.elektrobit.com.