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 2020, besides the parent company Tornator Oyj in Finland, the 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 ten shareholders.
The governance of Tornator Oyj is based on the Finnish Companies Act 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 Oy, 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/en/.
The Annual General Meeting is the highest decisionmaking body in Tornator Oyj, deciding on matters laid down in the Finnish Companies Act. The AGM 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 twenty (20) percent 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 4–7 ordinary members, elected by the AGM for one year at a time. The AGM 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. The Board of Directors convenes at least four times a year. In 2020, the Board of Directors held 10 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.
Chief Executive Officer 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 organizing 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 2020, the Management Group included five members. The CEO acts as the Chairman of 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 2020, the Management Group had 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 deploying the strategy.
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, silviculture and environment. These are supported by internal service processes such as HR, ICT, finance, communications, etc. The processes perform tasks set with the company management in order 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 support functions.
Related party transactions
Tornator and Stora Enso Oyj have a significant, volumebased, long-term timber sales agreement. In 2020, the companies 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 the Board of Directors (see Committees).
The Annual General Meeting decides on the remuneration for the Board of Directors. The Chairman 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 shall 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 Annual General Meeting elects the authorised public accountants for one year at a time. Tornator’s auditors are Deloitte Oy with Marika Nevalainen, APA, acting as principal auditor since 2019.
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 systematic identification and analysis of all significant risks to the company, enabling the company to select the optimum tools to manage them. The Board of Directors determines the company’s risk management strategy, monitoring the risk management results and activities as well as evaluating the operation of risk management processes annually. The Management Group is responsible for the implementation of the risk management strategy, the monitoring of actual risks and the necessary risk management activities. 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.