Corporate Governance - Mint of Finland

Corporate Governance

Under the Government Resolution on State Ownership Policy (13 May 2016), in addition to the Limited Liability Companies Act, good corporate governance and the corporate governance recommendations valid at any time are applied to the governance of state-owned companies. In addition, Mint of Finland has its own Ethical Guidelines, which define the company’s principles governing business operations from the ethical perspective, attitudes to human rights, equality, health and safety.

Principles of corporate governance

Mint of Finland’s corporate governance principles define the duties of the company’s governing bodies, their mutual relationships, remuneration, internal control, internal auditing, risk management and auditing.

Group structure

Mint of Finland Group (hereinafter Mint of Finland) manufactures blanks, circulation coins and collector coins. The Group comprises of Mint of Finland Ltd and its wholly-owned subsidiary Mint of Finland GmbH. In addition, the Spanish coin blank manufacturer Compañia Europea de Cospeles, S.A. is a joint venture with the Spanish Mint (FNMT-RCM).

The statutory executive governing bodies of Mint of Finland are Mint of Finland’s general meeting of shareholders, the Board of Directors and CEO. The staturory executive governing bodies of the Group’s subsidiaries are their general meetings of shareholders, the Boards of Directors and managing directors according to local legistlations.

Operative business management at Mint of Finland is the responsibility of the company’s CEO, supported by the Management Team. Management Team members report to Mint of Finland’s CEO. Operative management of the Mint of Finland GmbH is the responsibility of the company’s CEO, who operatively reports to the VP, O&L of the Mint of Finland Ltd.

General meeting of shareholders

The highest decision-making body in Mint of Finland Group is Mint of Finland’s general meeting of shareholders. Under the Articles of Association, general meetings of shareholders are convened by registered letter sent to shareholders no later than eight (8) days prior to the meeting to the address notified for them in the share register. The annual general meeting of shareholders must be held annually by the end of June at the date determined by the Board of Directors, either where the company is domiciled or in Helsinki.

The general meeting of shareholders elects Mint of Finland’s Board of Directors and the chairperson and vice chairperson of the Board, and decides the Board’s fees.

Board of Directors

The Board of Directors of Mint of Finland acts as an independent body in accordance with the recommendations of the Corporate Governance Code and its aim is to take decisions relating to the business and to perform its statutory duty of supervision in keeping with the company’s best interests so as to ensure the company’s value appreciates in the long term. The Board must ensure that it has access to sufficient
information to carry out its duties. The Board must ensure that the Group acts in accordance with the adopted business principles and objectives.

The Board resolves the key policies to be complied with in the Group, together with matters of material importance relative to the scope of the Group or which differ from the Group’s ordinary business, or the consideration and resolution of which the Board separately defines as coming within its remit. The principal tasks of the Board are stated in the rules of procedure.

Mint of Finland Ltd’s Board of Directors is responsible for the management and supervision of the Group in accordance with the Limited Liability Companies Act – Finland, the Articles of Association, the Board’s rules of procedure and instructions issued by the company’s owners.

The Board monitors and evaluates its own practices through internal evaluations performed annually.

Board of Directors’ composition

The Board of Directors of Mint of Finland Ltd comprises a minimum of three (3) and a maximum of seven (7) members elected by the general meeting of shareholders to serve for a term of one (1) year at a time. The chairperson and vice chairperson are elected by the general meeting of shareholders.

Chairperson

Kaisa Vikkula, b. 1960, D.Sc. (Econ.)

Key concurrent positions: Member of the Board of Silmäasema Fennica Ltd, Grano Ltd and Kisakallio Sports Institute. President of Finnish Gymnastics Federation.

Key experience: Soprano Ltd and subsidiaries, Managing Director; Management Institute of Finland MIF Ltd, Managing Director 2015-2018; Finnish Trade Organization Fintra Ltd, Managing Director 2014-2015; Finnair Ltd, Member of the Executive Board of Directors, SVP, Head of Leisure Flights & Travel Services, responsible areas for example Aurinkomatkat, Area, Suomen Matkatoimisto, Estravel, Amadeus Finland, Finnair Catering, Finnair Travel Retail, Finnair Flight Academy and Leisure Flights during 2006-2014; Cofounder and MD in Mascus, a fast internationalizing internet based company 2000-2004; Partek Ltd, SVP Investor Relations and Corporate Communications and Member of the Executive Board, 1995-2000; Kansallis-Osake-Pankki, several specialist and manager positions in 1985-1995.

Chairperson of the Board of Directors at Mint of Finland since 2018.

Vice Chairperson

Pekka Leskinen, b. 1954, LLM, trained on the bench

Key concurrent positions: –

Key experience: General Counsel, 1998–, Suomen PT Ltd, General Counsel, 1994–1998, Posti-Tele/Group Administration, Director (Incorporation), 1992–1993, Valmet Ltd, Legal Counsel, 1986–1992, Asianajotoimisto Roschier attorneys at law, attorney, 1984–1986, court training, judicial district of Nilsiä, 1983–1984, Sanoma Corporation, Legal Counsel, 1981–1983

Member of the Board of Mint of Finland since 2015

Members

Päivi Nerg, b. 1958, M.Sc.(Agric.)

Key concurrent positions: Fingrid Ltd, Member of the Board 2018–;HAUS Finnish Institute of Public Management Ltd, Member of the Board until 3.5.2018.

Key experience: Ministry of Finance, Permanent Under Secretary 2018–; Ministry of the Interior, Permanent Secretary 2012–2017; Ministry of Finance, Director of Administration and Development, Director General, Group Control, Administrative Control, the ministry’s central administration, Assistant Chief of Staff 2009–2012; University of Eastern Finland, Director of Administration and Project Director 2007–2009; University management positions, University of Kuopio 2002–2009; Atria Oyj, Director of Human Resources and Quality, Quality Manager, Member of the Executive Board 1994 –1996; Itikka-Lihapolar Oy, Quality Manager 1990–1993; Lihapolar Ltd/ Lihakunta, Laboratory Manager and Supervisor of Quality Control 1986–1990.

Member of the Board of Mint of Finland since 2018 –

Petri Vihervuori, s. 1971, M.Sc.

Key concurrent positions: Governia Ltd, Chairman of the Board of Directors 2018–; Boreal Plant Breeding Ltd, Member of the Board of Directors 2018–.

Prime Minister’s Office, Senior Financial Counsellor, 2011–; Prime Minister’s Office, Senior Specialist 2008–2011; Oy JKL Helsinki Ab, Communications Specialist 2006–2008; Kynämies Oy, Project Coordinator 2004–2006; TeliaSonera Finland Oyj, Communications Manager 2002–2004; Product Marketing and Production Ltd, Copywriter 2000–2002; K-päivittäistavarauutiset, Kesko Oyj, Sub Editor 1997–1999.

Member of the Board of Mint of Finland since 2018–

Ari Viinikkala, b. 1967, MSc (Econ.), CIA, CISA

Key concurrent positions: –

Key experience: CFO & Deputy CEO, DS Smith Packaging Finland Oy, 2017-; Deputy CEO, Tevo Oy, 2015-2017; CFO, Nurminen Logistics Plc, 2014–; CEO, Vaahto Group Plc, 2012–2014; Senior Vice President, Finance Europe, Dynea Ltd 2010–2012; Director, Corporate Controller, GS-Hydro, 2008–2010; several positions in Finland and abroad, KONE Corporation, 1995–2007

Member of the Board of Mint of Finland since 2015

 

No Board members own shares in The Mint of Finland.

CEO

Mint of Finland Ltd’s CEO takes decisions independently and with the support of the Management Team within the authority determined by the Board of Directors and in other respects prepares proposals to be submitted to the Mint of Finland Ltd’s Board of Directors.

The CEO

  1. is responsible for the day-to-day management of the company and Group in accordance with the Articles of Association, the Limited Liability Companies Act – Finland and instructions issued by the Board of Directors,
  2. reports to the Board of Directors.
  3. is responisible for preparing and submitting the Group’s strategy and action plans to the Board for adoption,
  4. gives the Board regular briefings on the company’s activities and financial position, and
  5. refers matters to the Board for its decision unless the duties of the referendary are entrusted to a vice president or expert.

CEO’s responsibilities

The CEO is responsible for the day-to-day management of the company, which refers to the ordinary, recurring activities within the company’s line of business. The CEO’s main responsibilities are:

  1. decisions about the investments, expenses, property conveyance and financial arrangements of Group companies, which according to the information above, do not depend on the decisions of the Board of Directors or which are not specified in other corporate governance instructions,
  2. planning, managing and overseeing the company’s business activities,
  3. managing the recruitment of personnel whose employment does not depend on the Board of Directors’ power of decision in the way described above,
  4. dealing with ordinary procurement and customer contracts and
  5. preparing and presenting the functions of the company’s top bodies and executing decisions.

Day-to-day management does not include activities deemed unusual or far-reaching with regard to the scope and nature of the company’s activities.

The Board of Directors always has the right and, when the company’s interest so requires, the obligation to give instructions and orders to the CEO. The CEO undertakes to comply with the instructions received regardless of whether they are separate instructions concerning individual cases or general, permanent orders. The instructions may be oral or written.

The CEO has an obligation to, on his own initiative, inform the company’s Board of Directors of important matters related to the company’s activities, such as sales development, significant changes in liquidity and profitability, significant credit losses and important contracts such as procurement contracts.

The Board of Directors may authorise the CEO to initiate activities that are not included in day-to-day management. Such authorisation may concern a specific action or be of a more general and permanent nature. Authorisation is given in writing or recorded in the minutes at a meeting of the Board of Directors. However, authorisation may never include activities that are included in the duties of the Board of Directors either by law or under the provisions of the Articles of Association.

The Limited Liability Companies Act – Finland includes special provisions on the CEO’s duties and position.

Urgent measures

The CEO has the right to take unusual or far-reaching measures if waiting for the Board of Directors’ decision would cause significant harm to the company’s activities. The right to take such urgent measures may arise CEO may have the right to take such urgent measures because a quorum cannot be formed at a Board meeting within a reasonable timeframe due to reasons such as a member’s resignation, illness or death. The CEO’s competence may also be extended to unusual and far-reaching measures in cases where quorum is formed at a meeting but the Board is unable to make a decision on the situation for reasons such as disagreement among the members. The CEO must inform the Board of Directors of such measures as soon as possible and, whenever possible, should also inform the members of the Board of Directors present of such measures as they are being taken.

Terms of the CEO’s employment

The CEO has a monthly salary which is €17,000 including benefits. In addition, the Board of Directors may award the CEO an incentive bonus linked to performance targets.

Should the Board of Directors relieve the CEO of his duties, the period of notice is three (3) months and the CEO is entitled to severance pay equating to three (3) months’ salary. If the CEO resigns of his own volition, the period of notice is three (3) months.

See below under “Pensions” for pension rights.

Management Team

Mint of Finland Ltd’s Management Team assists the CEO and convenes in the composition referred to by the CEO in each notice of meeting as warranted by the matters under consideration at any time.

The Management Team

  1. ensures that the decisions taken by the governing bodies are duly executed across the organisation,
  2. submits proposals to develop Mint of Finland Group’s strategy for adoption by the Board of Directors,
  3. assists the CEO of Mint of Finland Ltd in preparing for meetings and examines all matters submitted to the Management Team by the CEO for examination,
  4. actively promotes cooperation between the business areas and agrees on shared principles and common development measures in Group management,
  5. supervises business development. Day-to-day development measures fall within the remit of business area management, while long-term development projects and projects separately assigned to business areas are directed by the CEO and/or the Management Team, and
  6. convenes approximately once a month on notice from the CEO.

Members of the Group’s Management Team

CEO Jonne Hankimaa, chairman b. 1966, M.Sc. (Econ)
Joined Mint of Finland in 2016

CFO Ville Nikulainen, b. 1970, M.Sc. (Econ & Bus Admin
Joined Mint of Finland in 2017

Vice President, Communications Henna Karjalainen, b. 1967, M.A.
Joined Mint of Finland in 2009

Vice President, Sales Sirpa Kuusirati, b. 1971, M.Sc.(Econ.)
Joined Mint of Finland in 2013

Vice President Operations & Logistics Mikko Leino, b. 1969, M.Sc. (Tech.)
Joined Mint of Finland in 2016

General Counsel Minna Toiviainen, b. 1979, LL.M., M.Sc. Econ and B.A.
Joined Mint of Finland in 2018

Remuneration

In addition to a monthly salary, members of the Management Team are additionally eligible for a target award based on profitability and separately defined targets. The proposal for target setting in respect of the Management Team is made by the Group’s CEO and approved by Mint of Finland Ltd’s Board of Directors.

The company has no share option schemes in place.

Pensions

The vice presidents on the Group’s Management Team, including the CEO, are covered under the statutory pension scheme under the Employees’ Pensions Act. The retirement ages of the CEO and other members of the Management Team are determined in accordance with valid legislation.

Subsidiaries

In general meetings, the shareholders of Mint of Finland Ltd’s subsidiaries are represented by Mint of Finland Ltd’s CEO or another person appointed by him. Members of the subsidiaries’ and associated companies’ Boards of Directors are appointed by Mint of Finland Ltd’s CEO taking into account the fact that the working of statutory management bodies may take place supporting operative business management.

The chairman of the Board of each subsidiary is responsible for the Board of that subsidiary adopting, in the manner required by law, the decisions necessary to implement the decisions taken by the Board of Directors and CEO of Mint of Finland Ltd and by the Group’s Management Team in accordance with this Corporate Governance Statement.

In addition to ordinary business accountability and duty to report, the Board of Directors and Managing Director of each subsidiary of Mint of Finland Group must also:

  1. ensure that the respective company complies with the provisions of the Articles of Association and instructions issued by Group administration,
  2. ensure that the respective company complies with all local legislation and statutes governing the business, monitors legislation and amendments thereto, and report on these to the relevant vice president and the of Mint of Finland Ltd, and
  3. ensure that all assignments given by the CEO of Mint of Finland Ltd are executed.

As a rule, companies with shareholders outside the Group comply with the above procedure, taking into account, however, the rights of shareholders and the provisions of the Articles of Association and any shareholder agreements.

As a rule, no separate remuneration is paid to the members of Boards of Directors of subsidiaries who are in the employ of Mint of Finland. The remuneration payable to Board members not affiliated with the Group is fixed by Mint of Finland Ltd’s Board of Directors. Members of the Boards of Directors of associated companies and subsidiaries can be paid remuneration when warranted in order to achieve parity with other Board members. The remuneration principles are agreed by Mint of Finland Ltd’s Board of Directors, which submits its recommendation on remuneration principles to the general meeting of shareholders of the relevant company for consideration.

Internal control

Internal control aims to ensure the efficient and profitability operation of Group companies, the reliability of information and compliance with legislation and policies. Internal control is within the remit of the company’s Board of Directors.

Operations are managed and monitored on a monthly basis by business area and company. Examination of projections for the current financial year and annual projections constitute an integral part of the management and monitoring process.

Control measures at Group level are managed by the CFO and at business area level by the vice president of each business area. Control is implemented by controllers appointed for each business area, who together with management ensure that transactions are recorded expediently and efficiently in compliance with the separately issued Group guidelines concerning the substance of internal control and reporting.

Internal auditing

Mint of Finland Ltd has no separate internal audit organisation. Internal auditing is within the remit of the Board of Directors. Audit plans are reviewed and adopted by the Board, which in cooperation with the auditors evaluates and ensures the appropriateness and functioning of the Group’s internal control system, the expediency and effectiveness of the functions, the reliability of financial data and reporting, and compliance with the policies and instructions enshrined in the rules of procedure. The Board also creates added value for the organisation through consultancy on these matters.

Risk management

The objective of risk management is to identify, measure and manage risks which, if they materialise, could jeopardise the company’s operations and the achievement of its objectives or, on the other hand, present opportunities.

Risk management is a part of ordinary business operations and the responsibility of all vice presidents and their staff. Responsibility for developing and implementing the Group’s risk management process and for coordinating risk management efforts rests with the CFO.

The perspective in risk management is comprehensive and the aim is to accomplish the all-encompassing survey and management of risks. Risks come under particular examination in the context of strategic planning, annual planning, and the planning of investments and projects. Vice presidents are tasked with reporting on risks.

The company has a separate risk management policy and risk assessment is carried out annually at both the operative and strategic level.

Auditing

Auditing within the Group has been arranged so that the firm of authorised public accountants elected by the general meeting of shareholders to audit the parent company performs its audit in Mint of Finland Group and is responsible for auditing across the entire Group.

The firm of authorised public accountants elected is EY, with APA Antti Suominen as principal auditor. The auditor is elected by the general meeting of shareholders to serve for one year at a time.