Corporate Governance Statement
Tornator Oyj’s Corporate Governance Statement adheres, where applicable, to the Corporate Governance Code that was issued by the Securities Market Association on 19 September 2019 and entered into force on 1 January 2020. The Corporate Governance Statement is published separately from the company’s Annual Report.
Ownership and corporate structure
In 2022, besides the parent company Tornator Oyj in Finland, Tornator Timberland Group included Tornator Eesti OÜ in Estonia and SC Tornator SRL in Romania. All three companies own forestlands and practise sustainable, operational forestry. In addition, Tornator Oyj is the sole owner of five wind power development companies in Finland.
The owners of Tornator Oyj are Finnish investors, mostly institutions. There are 11 shareholders.
The governance of Tornator Oyj is based on the Limited Liability Companies Act of Finland and Tornator Oyj’s articles of association. The company’s shares are not listed for public trading. Tornator Oyj has issued a secured bond that is listed by NASDAQ OMX Helsinki Ltd, and the company complies with its rules and regulations for listed bonds, the Securities Markets Act as well as the Financial Supervisory Authority’s regulations, which are publicly available at www.finanssivalvonta.fi.
The Annual General Meeting is the highest decision-making body in Tornator, deciding on matters pursuant to the Limited Liability Companies Act of Finland. The Annual General Meeting is held in May at the latest, on a date determined by the company’s board of directors. According to Tornator Oyj’s articles of association, the votes of a shareholder at the shareholders’ general meeting may not exceed 20 per cent of the total number of votes carried by all shares in the company, including the voting rights of all companies and their pension funds and foundations belonging to the same group as the shareholder.
The board of directors of Tornator Oyj consists of four to seven ordinary members, elected by the Annual General Meeting for one year at a time. The Annual General Meeting also elects a personal deputy for each member. The board of directors supervises Tornator’s operations and management, deciding on significant matters concerning the company’s strategy, investments, organisation, and finance. In addition, the board of directors supervises and evaluates auditor’s independence and additional services provided by the auditor. The board of directors convenes at least four times a year. In 2022, the board of directors held 12 meetings.
The personal details of the Board members are presented on this website.
Tornator has two committees. The oversight committee’s job is to oversee significant agreements between the company and the shareholders. It reports to the board of directors, which elects three of its members to the oversight committee for one year at a time. The oversight committee convenes and reports to the board at least twice a year. A remuneration committee also reports to the board of directors, to which the board elects three of its members for one year at a time, and which convenes and reports to the board as necessary. The board has decided not to establish a separate audit committee, but instead to perform these duties as part of normal Board work.
CEO and Management Group
Tornator’s board of directors appoints the chief executive officer. The CEO is responsible for the company’s financial performance and for organising its business operations and administration according to legislation and the instructions and orders issued by the board. The CEO’s task is to provide information to the board on matters such as the company’s financial situation and changes in the business environment. The CEO is also responsible for key customer relationships.
The CEO is assisted by the management group. In 2022, the management group had five members. The CEO also chairs the management group. The management group is responsible for the practical implementation of the strategy determined by the board of directors. The management group meets at intervals of around one month and whenever necessary. In 2022, the management group held 11 meetings. In addition to the management group, the company has an operational management level made up of experts of various functions, with the task of assisting the management group in implementing the strategy. The operational management level consists of some ten persons who are invited to the management group’s meetings when necessary.
The personal details of the Management Group members are presented on this website.
Operational activities are arranged as a process organisation. The core processes are: planning, timber sales, real estate, forest management and the environment. These are supported by traditional internal service processes such as HR, ICT, finance, and communications.The processes involve the performance of tasks, set jointly with the company management, to meet strategic goals. Abroad, country managers are responsible for organising operational activities and reporting on them to the parent company. The subsidiaries also receive assistance from the parent company’s business and support functions.
Related party transactions
Tornator and Stora Enso have a significant, volume-based, long-term timber sales agreement. The companies have also signed a new forest service agreement covering the whole of Finland. The market compliance of these agreements is supervised by the oversight committee, which reports to Tornator’s board of directors (see Committees). The oversight committee has no representatives from Stora Enso.
The Annual General Meeting decides on the remuneration for the board of directors. The chairperson and members of the board are paid an annual fee. Remuneration of the CEO and members of the management group is decided upon by the board of directors. The CEO and members of the management group will receive a fixed monthly salary and an incentive bonus based on individual performance. The management group is also covered by a long-term monetary incentive scheme.
The payment of taxes and tax-equivalent charges is one of the elements of Tornator’s financial responsibility and a means of generating well-being. Key guidelines on compliance with laws and other provisions are set out in Tornator’s Code of Conduct. Tornator also expects its partners to follow the same principles. The group CEO bears the responsibility for tax-related matters. In each of its operating countries, Tornator pays the taxes and other tax-equivalent charges determined by local legislation in a transparent manner. The profit is not transferred from one country to another within the group. The tax risk is managed through collaboration and open discussion with both the tax authorities and the advisors. Typically, tax risks are related to a single or new transaction, in which case Tornator will first discuss the matter with an advisor and, if necessary, with the tax authorities. In 2022, following discussions and on the recommendation of the tax authorities, one request for a preliminary ruling was made concerning Value Added Tax. A similar approach is taken in other difficult or significant tax cases.
The Annual General Meeting elects the auditor for one year at a time. Tornator’s auditor changed in 2022, when PwC took over as Tornator’s auditor. Authorized public accountant Panu Vänskä will be the auditor in charge.
The parent company’s auditors are responsible for planning, coordinating and supervising the audit of the entire group. An audit plan is prepared annually in cooperation with corporate management. The auditors report to the parent company’s board of directors at least twice a year.
Tornator’s risk management is aimed at securing profitable business in the long term and to create opportunities for well-managed risk taking using the selected strategy. It is based on the systematic identification and analysis of all significant risks to the company.
Tornator’s risks are divided into three main categories: strategic risks, operational risks and financial risks. Examples of each category are described below. For more details about risk management, see the company’s website at www.tornator.com/Investors.
The Corporate Governance Statement complements the Company’s Annual Report, which is presented in connection with the Financial Statements on this website.