CapMan Plc Corporate Governance
Updated on 12 November 2013.The Board of Directors of CapMan Plc is responsible for confirming the Group’s Corporate Governance principles.
Applicable rules and regulations
CapMan Plc (“CapMan”) complies, in accordance with comply or explain principle, with the Finnish Corporate Governance Code (the “Code”) for listed companies issued by the Securities Market Association and entered into force on 1 October 2010. The deviations from the Code are explained below in section 2. Furthermore, CapMan’s corporate governance is in compliance with the laws of Finland, its articles of association and the rules and directions of NASDAQ OMX Helsinki Ltd. The company’s Remuneration Statement, required by the Code’s Recommendation 47, and the Corporate Governance Statement, required by the Code’s Recommendation 54, are available at the company’s website at www.capman.com/capman-group/governance. The Corporate Governance Statement is also published in the company’s Annual Report for 2012.
The Code as a whole is publicly available on the website of the Securities Market Association at www.cgfinland.fi/en/.
Deviations from the Code
The Board of Directors has decided, in accordance with the Code’s Recommendation 22, that due to the overall small size of the Board, the Audit Committee and the Nomination Committee comprise two members. CapMan deviates from the Code’s Recommendation 29 which corresponds to the independence of the majority of the Nomination Committee members. Ari Tolppanen, the other member of the two-member Nomination Committee, is non-independent of the company. The Board of Directors considers the Nomination Committee membership of Mr Tolppanen to be justified due to his significant ownership of the company’s stock. In addition, the Nomination Committee’s preparation process for the election of members of the Board of Directors includes consultation with the largest shareholders.
CapMan deviates from the Code's Recommendation 43 (Participation of the directors in a share-based remuneration scheme) which covers the participation of non-executive directors in share-related remuneration schemes. Non-executive members of the Board can participate in a share-related remuneration scheme in accordance with the decision of the general meeting, in which case shareholders have the opportunity to evaluate whether such remuneration is in their interest.