Annual report 2016

Corporate Governance Statement 2016

Introduction

This statement describes the governance structures, practices and policies that Posti Group applies in order to ensure the independence and integrity of decision-making as well as the appropriate controls related thereto.

Posti Group’s Corporate Governance Statement is prepared according to the Finnish Corporate Governance Code issued by the Securities Market Association on 1 October 2015, and in force starting 1 January 2016. The Finnish Corporate Governance Code is available on the website of the Securities Market Association at www.cgfinland.fi.

Corporate governance at Posti is based on Finnish laws, the company’s Articles of Association and the written charters of the Supervisory Board, the Board of Directors and its Committees. The sole owner of the shares of Posti Group Corporation is the State of Finland. Posti complies with the Finnish Corporate Governance Code 2015 as in force, except regarding recommendations 1,2,3 and 4, since it has only one shareholder*.

The Corporate Governance Statement has been reviewed by the Audit Committee of Posti Group Corporation’s Board of Directors. This Corporate Governance Statement is published as a separate, unaudited report released in connection with the Financial Statements and is given in addition to the Board of Directors’ Annual Report. Posti prepares consolidated financial statements and interim reports in accordance with the International Financial Reporting Standards (IFRS), as adopted by the EU, the Finnish Securities Markets Act, as well as the appropriate Financial Supervision Authority’s regulations and guidelines, and Nasdaq Helsinki’s rules for bond issuers.

Governing Bodies

Posti has a governance model, by which the management of Posti Group is the responsibility of the General Meeting of Shareholders, the Board of Directors and the President and CEO. In addition, the management of the company is supervised by the Supervisory Board. The duties of these corporate bodies are as defined in the Finnish Companies Act. The General Meeting of shareholders elects the Supervisory Board, Board of Directors and auditors. The Supervisory Board is responsible for overseeing the lawfulness of the management of the company and giving advice in certain matters. The Board of Directors is responsible for the strategic management of the company. The Board appoints the President and CEO, who is in charge of the operative, day-to-day management of the company. He/she is assisted in his work by the Executive and Management Boards.

 

*) Posti Group departs from the Corporate Governance Code in the following ways:

  • the members of the Board of Directors do not participate in the General Meeting of the Shareholders (Recommendation 3)

In addition, Posti Group departs from the Corporate Governance Code in that it does not publish on its website:

  • the notice of the General Meeting and the appendices thereto (Recommendation 1)
  • the date by which a shareholder must present to the Board of Directors a matter that he insists be discussed in the General Meeting (Recommendation 2)
  • the archive of the documents of the General Meeting (Recommendation 4)

Compliance with the above recommendations of the Code is not relevant, since the communication between the state-owned company and its sole shareholder is handled via regular exchanges between the Board of Directors, the management of the company and the sole shareholder, and thus regular and sufficient information is available for the sole shareholder at all times.

The agenda and notice to the General Meeting are prepared well in advance in direct communication with the sole shareholder in order to ensure that all relevant matters will be discussed at the General Meeting. The sole shareholder’s rights are also effectively protected as the minutes of the meetings and other documentation related thereto are made available to the shareholder directly.