Corporate Governance

The company complies with Finnish legislation, its Articles of Association and the governance principles determined by its Board of Directors, as well as the rules for real estate investment operations confirmed by the Financial Supervisory Authority. In addition, the company follows the rules and guidelines of the Nasdaq OMX Helsinki and the Finnish Corporate Governance Code for listed companies published by the Securities Market Association. The Corporate Governance Code is available to view at www.cgfinland.fi.

In deviation from the recommendations of the Corporate Governance Code, the Board of Directors has not appointed any committees. Taking into account the size of the Group and the scope of its operations, the the Board of Directors has considered that, at least as yet, no separate committees are needed.

Articles of Association

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Under the Limited Liability Companies Act, the governance of the company is divided between the General Meeting, the Board of Directors and the CEO. The shareholders exercise their rights primarily at the General Meeting, which is usually convened by the company’s Board of Directors. In addition, a General Meeting shall be held if the auditor or shareholders whose shares represent at least one tenth of all shares issued by the company demand it in writing.

The Board of Directors manages the company’s administration and the appropriate organisation of its operations. Under the Articles of Association, the Board of Directors is composed of at least three (3) and at most eight (8) members. The General Meeting elects the members of the Board of Directors. The term of office of the Board of Directors terminates at the close of the following Annual General Meeting. The Board of Directors elects a chairman and a vice chairman from among its members.

The company complies with Nasdaq Helsinki Guidelines for Insiders.

Under the Limited Liability Companies Act, the Board of Directors manages the company’s administration and the appropriate organisation of its operations. In addition, the Board of Directors is responsible for ensuring that the supervision of the company’s accounting is appropriately organised. The tasks of the Board of Directors also include deciding on strategy, confirming the action plan and the budget, and processing and approving interim reports, financial statements and the Board of Directors’ report. The Board of Directors decides on strategically or financially significant investments as well as corporate acquisitions and contingent liabilities, approves the financing policy, confirms the company’s risk management and reporting practice and decides on the remuneration and incentive system. The Board of Directors also decides on the company structure, is responsible for the dividend policy and the development of shareholder value, appoints the CEO and decides on his or her employment benefits, decides on the appointment of a deputy CEO and is responsible for other tasks laid down for the Board of Directors in the Limited Liability Companies Act or other Acts. In addition, the Board of Directors decides on the following matters related to investment operations: