Board committees

Cramo’s Board of Directors has on 10 March 2020 resolved to disband the Board Committees.

 

Three permanent committees, the Audit Committee, the Remuneration Committee and the M&A Committee, assist the Board of Directors.

The Board of Directors elects the committee members and appoints the committee chairmen. A quorum is more than half the members. Members are appointed for a one-year term of office, which expires at the end of the first Annual General Meeting following the election. The Board confirms the central duties and operating principles of both committees in a written charter. The committees report on their work to the entire Board of Directors on a regular basis. These reports include a summary of relevant matters addressed and measures taken by the committee.

In addition, the General Meeting of Shareholders of Cramo Plc resolved to establish a Shareholders’ Nomination Committee in 2015, in accordance with the proposal of the Company’s Board of Directors.

Further information on the Committee meetings as well as the attendance of the members at the meetings in 2019 is provided in the Corporate Governance Statement 2019.

Corporate governance statements

Corporate governance

The corporate governance at Cramo is based on Finnish law and the Company’s Articles of Association. The Group complies with the rules of Nasdaq Helsinki Ltd and from 1 January 2020 onwards the Finnish Corporate Governance Code 2020 published by the Securities Market Association. The Corporate Governance Code is available on the Securities Market Association’s website:  http://cgfinland.fi/en/. Cramo does not deviate from the Finnish Corporate Governance Code Recommendations.

The Group’s headquarters are in Vantaa, Finland and the Company is listed on the Nasdaq Helsinki Ltd.

Cramo prepares annual financial statements and interim reports conforming to Finnish law and International Financial Reporting Standards (IFRS). Statements and reports are published in Finnish and English.

Overview of Corporate Governance Components at Cramo Group

The Group’s control and management responsibilities are divided among the General Meeting of Shareholders, the Board of Directors with its three committees, Shareholders’ Nomination Committee, the President and CEO, the Group Management team and Managing Directors of subsidiaries. The Board of Directors supervises the performance of the Company, its management and organisation on behalf of shareholders. The Board of Directors and the Group management team are separate bodies, and no one serves as a member of both.