Corporate Governance

Paroc’s corporate governance system complies with the laws of Finland, Paroc Group Oy’s Articles of Association and the Nasdaq OMX corporate governance recommendations concerning publicly listed companies. The General Meeting of Shareholders, the Board of Directors and the CEO comprise the governing bodies responsible for the governance and operations of Paroc Group. The supreme decision-making body is the Annual General Meeting of Shareholders. 

Duties and responsibilities

Sustainability is an integral part of Paroc’s strategy and the Board of Directors as such coordinates the sustainability issues. There is no one person separately appointed responsible for corporate responsibility issues within the Board. 
The Annual General Meeting elects the directors for a one-year term; currently the Board consists of six members. Currently the Board of Directors consists of Jukka Hienonen (Chairman), Peter Törnquist (Vice Chairman), and members Peter Törnquist, Gustaf Martin-Löf, Augusto Lippi, Søren Vestergaard-Poulsen and the CEO of Paroc Kari Lehtinen. The Board assembled 19 times in 2016. Apart from Kari Lehtinen, all of the Board members are independent of the company. There are two personnel representatives appointed by the union as observes in the Board – one from Finland and one from Sweden. During 2016, the themes raised by the representatives included especially OHS issues. The Board of Directors is responsible for the company’s management and the appropriate organization and supervision of the company’s assets and business operations. The Board makes all major decisions on, e.g., operating policies, strategies, capital expenditure, organization and funding, as well as approves the company’s values and policies and oversees their application in practice. The Board evaluates its working practices annually. 
The implementation of the Group strategy, including the sustainability agenda, is the responsibility of the CEO. The action plans for implementing the Group strategy in the business units is governed by the Group Management team. The CEO manages and develops the Group’s operations in accordance with the provisions and guidelines laid down in the Limited Liability Companies’ Act and the Articles of Association, and as issued by the Board. The CEO regularly reports to the Board on the Group’s operational performance and financial position. 

Board committees

The Board Committees assist the Board by preparing the business to be handled by the Board. The Board has two permanent Committees: the Audit Committee and the Compensation Committee. The permanent committees consist of at least two members elected by the Board of Directors. The audit committee convened three times and Compensation Committee one time in 2016. 

Auditing

The authorized public accountant firm elected by the Annual General Meeting audits the entire Group with regard to accounting, financial statements, and administration each financial year. Paroc Group’s Auditor is KPMG Oy, with Juha-Pekka Mylén, APA, acting as an auditor in charge in 2016.