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Under the Securities Act the term “U.S. person" means:

i.Any natural person resident in the United States;
ii.Any partnership or corporation organized or incorporated under the laws of the United States;
iii.Any estate of which any executor or administrator is a U.S. person;
iv.Any trust of which any trustee is a U.S. person;
v.Any agency or branch of a foreign entity located in the United States;
vi.Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
vii.Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
viii.Any partnership or corporation if: (A)Organized or incorporated under the laws of any foreign jurisdiction; and (B)Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

Corporate governance

CapMan complies with the Finnish Corporate Governance Code for listed companies and follows the transparency guidelines established by European and Nordic private equity and venture capital associations.

CapMan Plc Corporate Governance

Updated on 12 October 2011.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 the 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. Furthermore, CapMan's corporate governance is in compliance with the laws of Finland, CapMan's 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 on this site. The Corporate Governance Statement is also published in the company's Annual Report for 2010 and also in the right column.

The Code as a whole is publicly available on the website of the Securities Market Association at www.cgfinland.fi/index.php?lang=en.

Deviations from the Code

CapMan deviates from the Code's Recommendation 14, which states that the majority of board members shall be independent of the company. Currently, three of the six members of CapMan's Board of Directors (the Board) are independent of the company and three members are non-independent of the company. This deviation has been made to ensure that the company has a competent Board that fulfils the requirements of the Code's Recommendation 9, particularly with regard to knowledge of the specifics of the private equity industry and the company's market areas. This deviation is also based on the company's ownership structure.

CapMan Board deviates from the Code's Recommendations 26 and 29 concerning the independence of the members of the Audit Committee and Remuneration Committee. Due to the composition of the Board and the limited number of board members the compositions of the Audit Committee and Remuneration Committee do not meet all the independence requirements of the Code. In line with the Recommendation 25, the Board has elected those members to the Committees that have the best qualifications to perform the responsibilities of the Committees. In addition, the Board has decided in line with Recommendation 22 that due to the limited number of board members the Audit Committee consists of two members only.

CapMan deviates from Recommendation 43, 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.

CapMan Plc Corporate Governance

Applicable rules and regulations

Deviations from the Code

Related documents

Links within the Corporate Governance

Other links

Investment teams

CapMan Group

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