The corporate governance of Finnvera and its subsidiaries is organised according to the Limited Liability Companies Act and the Acts pertaining speciﬁ cally to Finnvera. In addition to the existing legislation and the company’s Articles of Association, Finnvera complies with the recommendations of the Financial Supervisory Authority and the Finnish Corporate Governance Code, whenever applicable.
The State of Finland owns the entire stock of Finnvera plc.
The Acts on Finnvera define the tasks whereby Finnvera influences the development of enterprise and employment in Finland.
The Enterprise and Innovation Department of the Ministry of Economic Affairs and Employment is responsible for the ownership and industrial policy steering of Finnvera. Ministry of Economic Affairs and Employment supervises and monitors Finnvera's operations and sets goals for the company for a period of four years. When determining these goals, attention is paid to the Finnish Government Programme, the Ministry's corporate strategy, the policy objectives concerning the Ministry's branch of administration, and the objectives of EU programmes. On the basis of the goals set, an assessment is made of how well Finnvera has succeeded in promoting, for instance, enterprise, the growth and internationalistation of enterprises, and exports. The ownership policy goals apply to the efficiency of the company’s operations and to capital adequacy. Efficiency is evaluated primarily by means of cost-effectiveness. Capital adequacy must be sufficient in order to ensure the company’s ability to bear risks and to keep the costs of funding reasonable.
Finnvera’s Board of Directors has approved the key policies, principles and guidelines that steer the company’s operations.
Finnvera’s operations are guided by the Code of Conduct ratified by the Board of Directors. It brings together both the ethical principles and legal rules that we adhere to in our operations and to which we are committed.
The Code of Conduct is supplemented by Finnvera’s ethical guidelines that consist of the principles of good conduct, guidelines for ensuring impartiality in decision-making and in the preparation of matters, guidelines on confidentiality and exchange of information, as well as guidelines on insider information. The Code of Conduct and the ethical guidelines apply to both Finnvera’s employees and the members of the governing bodies.
The General Meeting of Shareholders can decide on issues assigned to it by law and the Articles of Association. The General Meeting of Shareholders elects the members of the Supervisory Board and the Board of Directors, the Chairs and Vice Chairs of both bodies, and the auditors.
The Annual General Meeting is held yearly, by the end of June.
The Supervisory Board supervises the company’s administration. It gives the Annual General Meeting its opinion on the financial statements and the auditors’ report, and counsels on issues that concern considerable reduction or expansion of the company’s operations or substantial reorganisation of the company. Moreover, the Supervisory Board provides the Board of Directors with guidelines in matters that have far-reaching consequences or that are important as issues of principle. The company has a Supervisory Board consisting of at least eight and at most eighteen members. The General Meeting of Shareholders elects the members of the Supervisory Board for a term of one year.
In 2015, the Supervisory Board had 18 members (18 in January-August, 17 in September-December) and met 8 times. The average attendance rate at the Supervisory Board meetings was 87 per cent (91).
The Board of Directors is responsible for the company’s administration and for the proper organisation of activities and approves the company’s strategy and annual plans, the semi-annual reports and the financial statements, as well as the risk management principles. The Board advances the company’s development and ensures that the operations conform to law and meet the goals set by the owner. The Board also has the power to decide important individual cases of financing. The Board supervises and monitors the company's executive management and appoints and dismisses the CEO and other members of the senior management. The Board has appointed the Inspection Committee and the Remuneration Committee from among its members to assist the Board in managing its tasks.
Finnvera’s Board of Directors consists of at least six members and a most nine members. One Board member is elected among candidates named by the Ministry of Economic Affairs and Employment and one among candidates named by the Ministry of Finance. The Board members are elected for a term of one year.
In 2015, the Board of Directors had 7 members and met a total of 16 times (20). The regular members’ average attendance rate at Board meetings was 95 (94) per cent.
The Chief Executive Officer is responsible for the company’s operational administration in keeping with the guidelines and regulations issued by the Board of Directors. In management of the tasks specified in the Limited Liability Companies Act, the Chief Executive Officer is assisted by the Management Group and the Corporate Management Team.
When remunerating its administrative bodies and management, Finnvera applies the guidelines on remuneration issued by the Government’s Ownership Steering Department. The fees paid to the administrative bodies are approved by the General Meeting of Shareholders.
Upon the presentation of the Remuneration Committee, the Board of Directors decides on the remuneration paid to the Chief Executive Officer and the members of the Management Group. The Management Group’s performance bonus system supports the attainment of the strategic and other goals set for the company.
The objective of the incentive bonus system encompassing the entire personnel is to reward employees for exceptionally good work performance.
Upon the presentation of the Remuneration Committee, the Board of Directors decides on the remuneration paid to the CEO and the Management Group. The salaries paid to the members of Finnvera’s Management Group are based on total remuneration. As part of the total remuneration, the Management Group members may have a car benefit and a telephone benefit. In addition, the Management Group members have a lunch benefit.
Each year the Board of Directors approves the principles of the Management Group’s performance bonus system and the targets set for performance. The performance bonus system adheres to the guidelines that the State owner has issued on the remuneration of the executive management. The performance bonus system encompasses the CEO and the members of the Management Group. Upon the presentation of the Remuneration Committee, the Board of Directors decides on the payment of bonuses and on their amounts.
The maximum performance bonus is 15 per cent of the annual earnings when the so-called target level is reached, and 30 per cent of the annual earnings if the company's and the bonus recipient's performance has been exceptionally good.
A general prerequisite for paying a performance bonus is that the financial statements for the period show a profit. When deciding on the payment of bonuses, the Board of Directors assesses the Management Group’s performance in four common areas as well as each Management Group member’s personal performance individually. Indicators with target and maximum levels have been defined for each area.
The four common areas for the performance bonus system are:
- Customers and stakeholders
- The owner
- The company’s finances.
The Chief Executive Officer (EUR 1,000)
- Salary and bonuses in 2016: 376 (2015: 346)
- Supplementary pension contributions 2016: 35 (2015: 35)
The rest of the Management Group (EUR 1,000)
- Salaries and bonuses 2016: 992 (2015: 1 269)
- Supplementary pension contributions 2016: 76 (2015: 79)
The Chief Executive Officer’s employment benefits
The total salary includes the taxable value of the car benefit.
Pension scheme: The CEO is part of the contribution-based pension scheme, in which the retirement age is 63.
The group supplementary pension plan was changed from defined benefit to defined contribution as of 1 January 2013. The target retirement salary for the CEO is 66 per cent starting at 63 years of age and the supplementary pension with a fixed 11,47 per cent bonus and other performance-based salary items deducted from the earnings-related pension insurance (TyEL).
The CEO has a notice period of six months. In addition, the CEO is entitled to a severance compensation corresponding to 18 months’ pay if he is dismissed by the company.
Finnvera’s Board of Directors has approved the existing incentive bonus system encompassing all of Finnvera employees. One-off bonuses corresponding to the salary of one to four weeks can be paid for special reasons.
The bonuses are used to reward exceptionally good work performance, participation in various projects, training or otherwise exemplary conduct. The incentive bonus system does not encompass the members of the Management Group.
Risk management is of central importance for maintaining Finnvera’s ability to take risks, manage capital and attain economic objectives in the long-run. The goal of risk management, for its part, is to ensure the prerequisites for implementing the company’s strategy.
Finnvera’s Board of Directors and Executive Management are responsible for arranging and organising internal control and risk management. The Board of Directors approves decision-making powers, the principles of risk management, and risk policies. The Board and its Inspection Committee receive quarterly reports on the Group’s overall risk position and any changes that have taken place.
As the business units and Group companies answer for the day-to-day management of business and for risk management measures, they also bear the primary responsibility for internal control and risk management. These risk management measures have been incorporated into the processes of the operating system and are implemented by the entire organisation.
Finnvera’s risk control, compliance and other support operations, which are independent of the company’s business operations, support the business units in their risk management and internal control. Risk control is responsible for developing risk management methods, issuing guidelines for operations, monitoring the Group’s risk position, and for reporting to the Board of Directors and to the Executive Management.
Risk management procedures
Finnvera’s Board of Directors confirms the principles of the Group’s risk management, the goals of risk-taking, the policies to be observed, the outlines of risk-taking, and decision-making powers.
Finnvera’s risks can be grouped as follows:
- Risks pertaining to credits and guarantees
- Operational risks
- Liquidity and market risks
- Other risks.
The willingness to take risks by risk type is defined so that the equities and other risk buffers available are at an adequate level in view of the risk level of the operations planned. With respect to credit risks, the willingness to take risks depends on various factors, including the amount of credit loss compensation paid by the State for each type of enterprise. The adequacy of equities is assessed regularly.
Operational risks pertaining to financial reporting are identified, assessed, and controlled as part of operational risk management.
The internal reporting system for risk management works at all levels of the Group. The parent company manages risks arisen in subsidiaries through ownership steering and by keeping all subsidiaries within the sphere of the risk management practised within the Group.
Finnvera’s objective is to ensure that, in the long term, the expenses incurred in the company’s operations can be covered by the income received from operations. If the State decides to support some of Finnvera’s activities separately, the necessary appropriations are included in the State Budget.
The annual profits from domestic financing and export financing are transferred to two separate reserves on Finnvera’s balance sheet. Correspondingly, losses from domestic operations are covered from the reserve for domestic financing, while losses from export credit guarantees and special guarantees are covered from the reserve for export financing. There is no cross-subvention between the reserves. At the end of the year 2015, the assets of the reserves totalled EUR 672 million. The State Guarantee Fund and the State of Finland are responsible for Finnvera’s losses only if the losses cannot be covered by assets in these two reserves.
The State Guarantee Fund serves as a buffer between the State Budget and any losses that might arise from Finnvera’s export credit and special guarantee activities. Defined in Section 4 of the Act on the State Guarantee Fund, these losses are ultimately the State’s responsibility. The State Guarantee Fund’s assets are also used to cover the liability arising from the guarantees and other commitments granted by the Finnish Guarantee Board – subsequently incorporated into Finnvera – and by its predecessors. Finnvera manages this ‘old’ liability for the State, and the State Guarantee Fund pays Finnvera a fee for its management. The ‘old’ liability totalled EUR 3 million at the end of year 2015.
The State has made commitments to Finnvera concerning compensation for credit and guarantee losses and payment of interest and commission support.
The State’s commitments enable Finnvera to take higher risks in domestic operations than those taken by commercial financial institutions. In addition, the Government is entitled to grant State guarantees as security for domestic and foreign loans taken by Finnvera.
Moreover, Finnvera's balance sheet includes a reserve for venture capital investments, under unrestricted equity. This reserve is used for monitoring the assets allocated by the European Regional Development Fund (ERDF) for venture capital investments.
Finnvera's long-term funding takes place by issuing notes on capital markets. Finnvera obtains long-term funding primarily by issuing notes under the Euro Medium Term Note (EMTN) programme.
The State can give guarantees as security for the loans taken by Finnvera and for the associated interest rate and currency swaps. As defined in the Act on Finnvera, the outstanding principal of State-guaranteed loans cannot exceed the equivalent of EUR 15.0 billion. At the end of 2016, the principal of the loans guaranteed by the State totalled EUR 4.9 billion (3.9 billion).
The Board of Directors carries out the tasks of an audit committee at Finnvera. The Board of Directors and the executive management monitor the results of operations by means of regular reporting. Furthermore, they receive reports on risk management, evaluation of the quality system, internal auditing, and on the auditing of the accounts. The Board of Directors also has an audit committee that gives it assistance on monitorin duties.
Finnvera's operating policies and guidelines ensure the management of all central operations. The Finance and IT Unit is responsible for the processes and development of financial reporting. Risk Control is involved in the generation of principles for calculating capital adequacy and write-downs.
Internal auditing supports the Finnvera Group and its executive management in meeting goals by providing a systematic approach for evaluating and developing the functioning and efficiency of the organisation's internal control, risk management, and managerial and governance processes.
Internal auditing is a function independent of the business operations under the Chief Executive Officer of Finnvera plc. Finnvera's Board of Directors approves the guidelines and annual plans for internal auditing. Internal auditing reports regularly on audits and on the observations made to the Board of Directors and its Inspection Committee. Auditing is done in keeping with the international professional standards applied in the sector.
Finnvera has a minimum of one and a maximum of two auditors, depending on the decision made by the General Meeting of Shareholders. The auditors must be authorised public accountants or accounting firms.
In competitive bidding arranged in 2012, the Finnvera Group selected KPMG Oy Ab to serve as its auditor. The auditor with the main responsibility is elected annually by the General Meeting. Once every quarter, the auditor participates in the meetings of Inspection Committee of the Board of Directors and draws up a separate semi-annual report to the Board and to its Inspection Committee. In addition, the auditor's report is submitted to the Supervisory Board.
The Financial Supervisory Authority monitors Finnvera’s note issues. In other respects, Finnvera’s finances are supervised by the Auditing Unit of the Ministry of Economic Affairs and Employment, applying the standards of the Financial Supervisory Authority.
Realisation of the industrial policy goals set by the Ministry of Economic Affairs and Employment for Finnvera is monitored by the Ministry’s Enterprise and Innovation Department, which receives reports from Finnvera twice a year.
The fees paid to the group’s auditors in 2015 totalled EUR 71,000. In addition, the auditing company was paid EUR 65,000 for advisory services during the year.