Corporate governance

General principles

Euroloan Group Plc is a Finnish public limited company regulated by Finnish law and the company’s Articles of Association in its operations and obligations. The company’s Board of Directors is responsible for organizing the administration and business activities of the company according to the law and determines the company’s principles of corporate governance.

The company follows consumer protection laws and regulations, and the recommendations issued by consumer protection authorities.

The Group’s foreign subsidiaries follow the laws and regulations of their respective countries and business sectors, instructions of the supervisory authority for the respective company and the company’s Articles of Association.

In addition to Finnish law, the company is gradually and consistently seeking to align its governance on financial institution standards and best international practices.

We follow the principles of openness, fairness and good service, and we are committed to this aim in all our activities. Our financers and investors help us develop our business, and we strive to provide all necessary information for them to make sound investment decisions.

Roles and Responsibilities

Responsibility for management and operational control of Euroloan Group Plc is vested in the following governing bodies:

  • Shareholder Meetings
  • Board of Directors
  • CEO
  • Executive Committee

Shareholder Meetings

Ultimate decision-making is vested in the company’s shareholder meetings. The Annual General Meeting (AGM) is held once a year at a time determined by the company’s Board of Directors. The meeting must be held by the end of June each year, with an agenda assigned to it by law and the company’s Articles of Association. Proposals by shareholders are also decided upon in the meeting. The company’s Board of Directors call the AGM no earlier than two months and no later than one week in advance. Extraordinary shareholder meetings can be called as stipulated by Finnish law and the company’s Articles of Association.

Board of Directors

The Board of Directors (the “Board”) has the overall responsibility for the company. It ensures execution of activities and preserves business continuity by way of sound administration and governance arrangements.

The Board meets on a regular basis in order to effectively perform its duties. The Board supervises the Executive Management of the company, appoints and dismisses the CEO, and decides on the company’s strategy, investments, organization and finances.

The Board regularly evaluates the information that is presented by the Executive Management. Financial position and operating activities are discussed at each Board meeting. The Board ensures that the operations of the company are conducted appropriately, and that the company identifies, measures and manages the risks associated with its business. The Board assesses the adequacy of the organizational and operational structure as well as the efficiency and effectiveness of the internal control mechanisms put in place by the management.

The Board works in the best interest of the company and its shareholders. A Board director does not represent the interests of the parties who have proposed his or her election as director. The members of the Board make sure that their director’s mandate is and remains compatible with any other positions and interests they may have in particular in terms of conflicts of interest and availability. The Shareholder Meeting elects the members of the Board of Directors. The Board comprises between one and ten members and at least one deputy if there are fewer than three Board members. Members of the management and External audit also attend the Board meetings when necessary.

The Board has adopted its rules of procedure and evaluates its own performance and actions each year. The Board’s main duties include:

  • Setting long-term targets
  • Approving strategies
  • Approving financial targets
  • Approving the organizational structure
  • Confirming the principles of incentive plans
  • Appointing the CEO and Executive Committee members
  • Deciding the remuneration of the CEO and Executive Committee members
  • Overseeing the proper arrangements for accounting and financial management
  • Deciding on overall capital expenditure and significant individual investments
  • Approving operating principles for management and supervision
  • Overseeing the financial reporting process and the quality and consistency of the information to be published
  • Evaluating the competence, independence and work of the auditor
  • Evaluating internal control and risk management processes
  • Evaluating compliance with relevant legislation and regulations

To improve effectiveness, the Board of Directors has appointed a specialized Risk Committee comprising of non-Executive Directors. The mission of the Risk Committee is to provide the Board of Directors with assistance in respect of risk management in order to enable the members of latter to fulfil their supervisory duties.

CEO

The Board of Directors appoints the company’s CEO, who is responsible for managing the company’s business in accordance with the Finnish Limited Liability Companies Act, the Articles of Association and the strategy and objectives set by the Board. The CEO leads the company’s Executive Committee.

Executive Committee

The Executive Committee’s main task is to assist the CEO in effective, sound and prudent day-to-day business management. Management is exercised in compliance with the strategy laid down by the Board and existing regulations, taking into account and safeguarding the company’s long-term interests.

The Executive Committee meets regularly and its members are appointed by the Board at the proposal of the CEO.

The Executive Committee comprises four to eight members, their area of responsibility corresponding to their respective positions in the company.