Governance

Glaston Corporation’s administration and management are based on the Company’s Articles of Association, the Finnish Companies Act and Securities Markets Act, and the rules of NASDAQ Helsinki Stock Exchange. In addition, Glaston complies with the Finnish Corporate Governance Code 2020 issued by the Finnish Securities Market Association. The Code is publicly available at the address www.cgfinland.fi. In addition, operations are guided by Glaston’s own operating principles and policies, and the company’s values.

The Corporate Governance Statement 2021 is presented as a separate report and was disclosed together with the annual report and the financial statements.

Board of Directors

Independent of the company and significant shareholders. Born 1957. eMBA, Non-executive Director. Member of the Board of Directors since 4 September 2020.

Primary work experience:

ABB Ltd., Member of the Group Executive Committee 2006–2015; ABB Ltd., President of Region Europe 2015; ABB Ltd., Head of Process Automation Division 2006−2014; ABB Ltd., Head of Business Area Process Automation 2005; ABB China Ltd., Automation Technologies Division Manager 2003–2004; ABB Automation Management Ltd, Business Area Manager, Drives and Power Electronics 2002; ABB Industry Oy, Product Responsible Unit Manager, LV Drives 1999–2002, ABB Industry Oy, Business Area Unit Manager, Drives, 1996–1999; ABB Industry Oy, CFO 1994–1996. Prior to 1994, various positions in Finnish paper and packaging companies in Finland, United Kingdom and Canada

Key positions of trust:

Fortum Oyj, Chair of the Board of Directors

 

Independent of the company and dependent of a significant shareholder. Born 1962, M.Sc. (Eng.). Uponor Infra, President, 2013-, Deputy to the CEO of Uponor Corporation 2010-. Member of the Board of Glaston Corporation since 2018.

Primary working experience:

Uponor Corporation, Executive Vice President, Supply Chain, 2007-2013
Tetra Pak Market Operations, Director, Converting EU, 2004-2007
Tetra Pak Asia &Americas, Vice President, Converting Americas, 2001-2004
Business Unit Tetra Brik, Converting Director, 1999-2001
Tetra Pak, Production Director, UK, 1997-1999
Tetra Pak, Factory Manager, China, 1995-1997

Key positions of trust:

Ahlström Capital Oy, Member of the Board of Directors

Independent of the company and significant shareholders. Born 1966, M.Sc. Architecture. CEO at SARC Architects Ltd. Member of the Board of Glaston Corporation since 2016.

Key positions of trust: no other positions of trust

Independent of the company and significant shareholders. Born 1959. Doctor of Technology (Dr.Tech) (MBA).  Member of the Board of Directors since 2018.

Primary work experience:
President of Kalmar, part of Cargotec 2015-2022 (retired on 30 June 2022)
Voith, Germany, 2007–2015
Metso Corporation (Neles Automation, Valmet Automation and Kajaani Automation), Finland, USA and China, 1986–2007
Tampere University of Technology, Finland, Professor, 1998–2007 (part time)
Tampere University of Technology, Finland, 1983–86

Key positions of trust:
Arnon Group, Member of the Board of Directors
Procemex Oy, Chair of the Board of Directors

 

 

Independent of the company and significant shareholders. Born 1962, Master of Science (Econ.), eMBA. Professional Board member. Member of the Board of Directors of Glaston Corporation since 13 April 2021 and Chairman of the Audit Committee of the Board of Directors.

Primary working experience:
Kesko Corporation, SVP, Store Sites and Investments 2013–2015 and Member of the Corporate Management Board 2005–2014, Rautakesko Ltd, President, 2011–2013, Kesko Corporation, Senior Vice President, Chief Financial Officer 2005–2011 and  Vice President, Corporate Controller 2004–2005; Oy Radiolinja Ab, Executive Vice President, 2001–2003; KPMG Wideri Oy Ab, Audit partner 2000–2001, Authorized Public Accountant, APA 1992–2001, Auditor 1987–2001.

Key positions of trust:

Metso Outotec Corporation, Member of the Board of Directors and Chair of the Audit Committee (Metso Corporation, Member of the Board of Directors and Chair of the Audit Committee 2016−2020);  Nordea Bank Abp, Member of the Board of Directors; Verkkokauppa.com Oyj, Chair of the Board of Directors and member of the Audit Committee.

Independent of the company and dependent of a significant shareholder. Born 1971, M.Sc. (Eng.), M.Sc. (Econ.). Director, Industrial investments at Ahlström Capital since 2015. Member of the Board since 2017.

Primary working experience

Corob Group, CEO, 2013-2015; CPS Color Group, EVP, Equipment division (Corob), 2012-2013; Cargotec Corporation, SVP Tail lifts, 2008-2012 & VP Corporate development 2006-2008; Bain & Company, Various positions, 1998-2006

Key positions of trust

Munksjö AB, Member of the Board of Directors
M&J Recycling Group ApS, Member of the Board of Directors

Independent of the company and significant shareholders. Born 1966, lic. oec HSG (M.A. University of St. Gallen). Synthomer Plc, Group Chief Executive Officer. Member of the Board since 28 May 2020.

Primary working experience

Conzzeta AG (since renamed as Bystronic AG), Group CEO, 2016-2021, Clariant, Switzerland, 2010-2015, President, Global Head BU Industrial & Consumer Specialties; Clariant, Hongkong, 2004-2009, Head of Region Asia Pacific, Division Textile, Leather and Paper Chemicals; Clariant, Canada, 2000-2004, Country President & CEO; Clariant, Turkey, 1997-2000, Regional CFO, Deputy General Manager Turkey, Middle East, Central Asia; Novartis, Switzerland, 1994-1997, Team Leader, Group Auditing

Key positions of trust
Indutrade, Member of the Board of Group Companies in Switzerland
Synthomer Plc, Executive Director on the Board

The Annual General Meeting elects the members of the Board of Directors. The composition of the Board of Directors is included in the Notice to the Annual General Meeting. The personal information of the candidates is published on Glaston’s web site in connection with the notice to attend the Annual General Meeting.

According to the Articles of Association, the Board of Directors consists of minimum of five (5) and a maximum of nine (9) members. Members of the Board are elected for one year at a time, and the term of office of Members of the Board expires at the end of the next Annual General Meeting that follows their election.  According to the Articles of Association, a person who has reached 67 years of age cannot be elected a Member of the Board of Directors. In the selection of members, attention shall be paid to the fact that the Members’ experience and competence in the Company’s field of business and development stage are mutually complementary.

The Board of Directors elects from among its members a Chairman and a Deputy Chairman for one year at a time.

The Annual General Meeting on 12 April 2022 re-elected Mr. Veli-Matti Reinikkala, Mr. Sebastian Bondestam, Mr. Antti Kaunonen, Ms. Sarlotta Narjus, Ms. Arja Talma, Mr. Tero Telaranta and  Mr. Michael Willome as members of the Board of Directors.

The Board of Directors’ tasks and responsibilities are determined primarily by the company’s Articles of Association, the Finnish Companies Act and other legislation and regulations. It is the responsibility of the Board of Directors to further the interests of the company and all of its shareholders.

The main duties and operating principles of the Board of Directors are defined in the board charter approved by the Board. It is the Board’s duty to prepare the matters to be dealt with by a General Meeting and to ensure that the decisions made by a General Meeting are appropriately implemented. It is also the Board’s task to ensure the appropriate arrangement of the control of the Company’s accounts and finances. In addition, the Board directs and supervises the Company’s executive management, appoints and dismisses the President & CEO and decides on the President & CEO’s employment and other benefits. In addition, the Chairman of the Board approves the salary and other benefits of the Executive Management Group. The Board approves the Executive Management Group’s charter.

The Board of Directors also decides on far-reaching and fundamentally important issues affecting the Group. Such issues are the Group’s strategy, approving the Group’s budget and action plans and monitoring their implementation, acquisitions and the Group’s operating structure, significant capital expenditures, internal control systems and risk management, key organisational issues and incentive schemes.

The Board of Directors is also responsible for monitoring the reporting process of the financial statements, the financial reporting process and the efficiency of the Company’s internal control, internal auditing, if applicable, and risk management systems pertaining to the financial reporting process, monitoring the statutory audit of the financial statements and consolidated financial statements, evaluating the independence of the statutory auditor or audit firm, particularly with respect to the provision services unrelated to the audit, and preparing a proposal for resolution on the election of the auditor.

The Board of Directors meets according to a timetable agreed in advance, generally 7–10 times per year. The Board of Directors may meet in addition to the aforementioned meetings, if necessary. The Board of Directors shall have a quorum if more than half of its members are present at the meeting. Matters shall be resolved by a simple majority of the votes cast. In the event of a tie, the Chairman shall have the casting vote.

The President & CEO, or another member of the company management designated by him, shall act as the presiding officer at Board meetings.

Self-assessment and independence review

The Board of Directors regularly reviews its own performance and working practices. Moreover, the Board conducts an annual assessment of the independence of its members.

According to the assessment of independence conducted in 2021, the members of the Board of Directors are independent of the company and, with the exception of Tero Telaranta, also independent of significant shareholders in the company.

Glaston’s Board of Directors has two committees: an Audit Committee and a People and Remuneration Committee. The Board of Directors appoints the members and chair of the committees, taking into account the expertise and experience required for the duties of the committees. The members of the committees are appointed for the term of office of the Board of Directors. The committees are preparatory bodies of the Board of Directors and do not have their own decision-making power.

Audit Committee
The Audit Committee assists the Board of Directors by preparing matters within the competence of the Board of Directors. The Committee reports to the Board of Directors on matters discussed and measures taken at least four times a year and makes proposals to the Board for decision-making, if necessary. The members of the Board of Directors, the CEO and the CFO are entitled to attend meetings of the Committee.

The Board of Directors specifies the duties of the Audit Committee in a charter confirmed by the Board of Directors. The Audit Committee monitors and assesses the financial reporting process, reviews the auditor’s reports concerning financial statements as well as the supplementary report, reviews the efficiency of Glaston’s internal control, internal control audit and risk management systems and monitors the Group’s risks as well as the quality and scope of risk management. In addition, the Committee establishes principles concerning the monitoring and assessment of related party transactions, and evaluates the independence of the statutory audit firm and prepares a proposal for the election and remuneration of the auditor. Other duties include reviewing the annual audited financial statements, and annual and quarterly earnings releases, evaluating compliance with laws, regulations and corporate practices, overseeing significant litigation concerning Group companies, and performing any other duties assigned to the Committee by the Board of Directors.

The Audit Committee regularly carries out self-evaluation of its work, and the Chair of the Committee reports the results to the Board of Directors.

People and Remuneration Committee
The People and Remuneration Committee assists the Board of Directors by preparing matters within the competence of the Board of Directors. The Committee is not an independent decision-making body; the Board of Directors makes decisions collectively within its competence. The Board of Directors is responsible for the duties it assigns to the Committee.

The Board of Directors specifies the duties of the People and Remuneration Committee in a charter confirmed by the Board of Directors. Key duties of the People and Remuneration Committee include preparing the remuneration policy and remuneration report for the Board and the Annual General Meeting, preparing salaries and other benefits of Glaston’s CEO and other members of the Executive Management Group, preparing the nomination of the CEO and other members of the Executive Management Group and their successors, preparing proposals for Glaston’s short- and long-term incentive schemes as well as monitoring the company’s key personnel’s successor and development plan. In addition, the Committee’s duties include carrying out all other duties assigned to the Committee by the Board of Directors.

The People and Remuneration Committee convenes at the invitation of the Chair, as necessary and at least twice a year. The Members of the Board of Directors and the CEO have the right to attend the meetings of the Committee.

The People and Remuneration Committee regularly carry out self-evaluation of its work, and the Chair of the Committee reports the results to the Board of Directors.

The compositions of the Board committees are: 

Audit Committee
Arja Talma (Chair), Sarlotta Narjus and Tero Telaranta.

People and Remuneration Committee
Veli-Matti Reinikkala (Chair), Sebastian Bondestam, Antti Kaunonen and Michael Willome.

Executive Management Group

CEO& President and Chairman of the Executive Management Group as of 1 January 2021. Born 1974, M.Sc. (Econ.).

Primary work experience
Owens Corning, European Insulation, VP and Managing Director 2019-2020; Paroc Group Oy, VP and Managing Director 2018-2019, CFO 2006-2018, Group Controller 2004-2006, Business Controller 2002-2004: PwC Corporate Finance Oy, Associate 2000-2002.

Key positions of trust
Conficap Oy, Member of the Board of Directors

Chief Sales Officer (CSO). Deputy to the CEO since 2015.  Born 1974, M.Sc. (Econ.).  Joined the company in 2002.

Primary work experience
Acting CEO&President 1 June-31 December 2020, COO, Sales and Integration 2020, SVP Machines, 2016-2019; Glaston Corporation, CFO, 2012-2016; Glaston America Inc., 2010-2012, Vice President, Sales and Services; Glaston Corporation, Group Treasurer, 2007-2010; Tamglass Finton Oy, 2005-2007, Managing Director; Tamglass Lasinlajostus Oy, 2002-2005, Business Controller; Finnforest Oyj, 1998-2002, Financial Management Positions.

Key position of trust:

SVP Glaston Heat Treatment Technologies and member of the Executive Management Group as of 1 December 2020. Born 1981. MSc, Industrial engineering and management. Employed by the company since 2013.

Primary working experience
VP Emerging Technologies 2019−2020; Director Glaston Architechtural Business Unit 2016−2019; Glaston Marketing Director 2015−2016; Director, Glaston Business Solutions 2013−2015

Key positions of trust:

CFO and member of the Executive Management Group as of September 2016. Born 1970, M.Sc. (Econ.) and MBA.

Primary work experience

Basware Oyj, 2014-2016, Vice President, Business Control; Outokumpu Oyj: Divisional CFO (SVP Finance & Control), Stainless Coil EMEA 2012-2013, Senior Vice President, Communications and Investor Relations 2007-2011; Tieto Corporation, 1997-2007, Leadership positions in Communications and IR, specialist roles in finance.

Key positions of trust

Etteplan Oyj, Member of the Board of Directors
Nordic Lights Group Corporation, Member of the Board of Directors

Member of the Executive Management Group February 2016- March 2019 and as of 1 January 2020. Born 1969, M.Sc. (Eng.). Employed by the company since 2016.

Primary work experience

Valmet Director, Roll Maintenance, 2015-2016; Valmet/Metso Paper, Director, Roll Operations, 2011-2015.
Metso Paper: General Manager, Production Development, Service, 2008-2011; VP Spare Parts, APAC, 2006-2007; Global Technology Manager, Process Parts, 2002-2005; Production Manager, Winders, 1998-2002.

Key positions of trust:

Member of the Executive Management Group as of 1 January 2020. Born 1970, Dr. Ing. Joined Bystronic glass in 2011.

Primary work experience
Managing Director Bystronic Maschinen AG 2017 – 2019; Head of Operations and New Business Development Bystronic Maschinen AG 2015 – 2017; Head of Production & Logistics Bystronic Lenhardt GmbH and Bystronic Maschinen AG 2013 – 2014; Head of Operations and Technology Bystronic Maschinen AG 2011 – 2012

Jakob Müller AG: 2002 – 2011, several positions in operations, develpment and head of business unit in Switzerland and Italy

Alstom Power AG: 1999 – 2002, Head of Supply Chain Management and Key Supply manager Gas Turbine Blades

Key positions of trust:

SVP People and Culture and member of the Executive Management Group as of August 2021. Born 1971, eMBA

Primary work experience

Rexel Group 2019-2021 Global Head of People Development
Rexel Finland Oy 2017-2019 Human Resources Director, Finland and Russia
Rexel Finland Oy 2014-2017 HRD Manager
Rexel Finland Oy 2008-2014 Communications and HRD Manager
Elektroskandia Oy 2002-2008, various HR positions

Key positions of trust:

SVP Glaston Insulating Glass Technologies as of 1 January 2020. Member of the Executive Management Group as of 27 May 2019. Born in 1960. M.Sc. in Business Administration. Joined Bystronic glass in 2014.

Primary working experience
Chief Sales Officer of Bystronic glass 2014–2019
Senior Vice President Global Sales&Services and other Leading Management Positions at Heidelberger Druckmaschinen AG (Germany’s leading printing machinery supplier) 1998–2014
Various Management Positions at Computer Technology Companies (e.g. HP) 1987–1997

Key positions of trust:

Chief Executive Officer

The Board of Directors of Glaston Corporation appoints the company’s Chief Executive Officer (CEO), whose key terms and conditions of employment are specified in a written contract approved by the Board. The CEO is responsible for the operational management of Glaston Group in accordance with the Finnish Companies Act and instructions given by the Board. The CEO reports to the Board on, among other things, the company’s financial position, the business environment as well as changes therein, and on other matters of significance. The CEO prepares the matters to be handled by the Board and implements the decisions made on them. The CEO is the Chairman of Glaston’s Executive Management Group and steers the business of the company and its business areas and units.

Executive Management Group

As of 1 January 2022, the Executive Management Group includes the CEO, the Chief Financial Officer, the CSO (Chief Sales Officer), the SVP Glaston Heat Treatment Technologies, the SVP Glaston Insulating Glass Technologies, the SVP Glaston Automotive and Display Technologies, the SVP Services, the General Counsel and the SVP People and Culture.

Remuneration

The Annual General Meeting decides on the remuneration of the Board members based on the recommendation of the Shareholders’ Nomination Board.

The remuneration of the Board of Directors consists of an annual fee and meeting fee. The meeting fee is paid for every meeting attended.

In accordance with a decision of the Annual General Meeting held on 12 April 2022, the annual remuneration of the Chairman of Glaston’s Board of Directors is EUR 70,000, the remuneration of the Deputy Chairman EUR 43,000 and the remuneration of Members of the Board EUR 33,000.

A member of the Board of Directors may, at his/her discretion, choose to receive the annual fixed remuneration partly in company shares and partly in cash so that approximately 40 % of the annual fixed remuneration is paid in Glaston Corporation’s shares. The number of shares forming the above remuneration portion, which would be payable in shares, will be determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one-month period immediately following the date on which the interim report of January-March 2022 of the company is published.

The meeting remuneration is for the Chairman of the Board of Directors EUR 800 for meetings held in the Chairman’s home country and EUR 1,500 for meetings held elsewhere,  and  for the Members of the Board, EUR 500 for meetings held in the home country of the Member of the Board and EUR 1,000 for meeting held elsewhere. In addition, the Board members are compensated for travel and accommodation costs and direct expenses related to Board work.

The members of the Audit and Compensation Committees are paid a meeting fee of EUR 500 for each meeting attended. In addition to the meeting fee, the Chairman of the Audit Committee is paid an annual fee of EUR 10,000 and the Chairman of the Compensation Committee an annual fee of EUR 7,500.

The Board members do not receive shares or share derivatives as remuneration for their membership nor do they participate in Glaston’s incentive programs.

In 2021, remuneration to the Board of Directors totalled EUR 353,700.

EuroRemuneration 2021Remuneration 2020
Veli-Matti Reinikkala, Chairman of the Board75,40016,000
Sebastian Bondestam, Deputy Chairman55,50053,750
Antti Kaunonen38 00040,750
Sarlotta Narjus38,00040,250
Kai Mäenpää16,00039,250
Arja Talma*)36,000-
Tero Telaranta37,50036,750
Michael Willome38,00025,250
Teuvo Salminen**)19,30079,300
Kai Mäenpää**)16,00039,250
Total353,700331,300

*) Member of the Board as of 13 April 2021
**) Member of the Board until 13 April 2021

The Board of Directors decides on the compensation and benefits of the CEO. The Chairman of the Board of Director’s approves the salary and other benefits of the Executive Management Group.

The remuneration of the President & CEO and the Members of the Executive Management Group consists of a fixed monthly salary, an annual bonus, other benefits and a share-based incentive plan, which is intended as a long-term reward. The annual bonus is determined on the basis of Glaston’s financial performance.

Fixed salary
Fixed salary including fringe benefits.

Short term incentives

The short-term incentives are based on Glaston’s financial performance. The criteria for payments are consolidated result, result of the business area or business unit as well as functional targets.

The maximum annual bonus of the CEO is 80% of the annual salary and for the other members of the Executive Management Group 40% of the annual salary.

Long term incentives

The aim of the long term incentive plan is to align the objectives of the shareholders and the key employees in order to increase the value of the company in the long term, to retain the key employees at the company, and to offer them a competitive incentive plan that is based on earning and accumulating the company’s shares.

The Board of Directors resolves on the plan’s performance criteria and on the performance levels at the beginning of each performance period. The key employees will receive the company’s shares as a reward, if the performance levels of the performance criteria, set by the Board of Directors, are achieved. As a rule, no reward will be paid, if a key employee’s employment or service terminates before the reward payment.

The CEO and President and each member of the Executive Management Group of the Company must hold 50% of the net number of shares he or she has received on the basis of the plan until the number of the company’s shares he or she holds corresponds to the value of his or her gross annual base salary. Such number of shares must be held as long as such person’s employment or service in a company belonging to the Group Company continues.

More information about the Performance Share Plans can be found in the section Share-based incentive plans.

Period of notice and retirement

The CEO’s minimum period of notice is three months. In the event the company would give notice to the CEO, the severance payment will not generally exceed the value of 12 months’ fixed base salary and financial benefits. For certain circumstances, such as takeovers or other corporate events, the Board of Directors may offer the CEO a severance payment equalling up to twenty-four (24) month’s fixed base salary and benefits, including bonus.

The CEO has the possibility to retire at 63 years of age. The Deputy CEO has the possibility to retire at the statutory retirement age. The CEO and the Deputy CEO are
entitled to a supplementary pension that exceeds the statutory scheme. The retirement age of the other members of the Executive Management Group is in accordance with normal local legislation.

Share-based incentive plan 2022−2026

In January 2022, the Board of Directors of Glaston Corporation resolved on the share-based incentive plan 2022−2026 for the Group key employees in accordance with the terms and conditions materially corresponding to the terms and conditions of the share-based incentive plan 2019−2023.

The aim of the incentive plan is to align the objectives of the shareholders and the key employees in order to increase the value of the company in the long term, to retain the key employees at the company, and to offer them a competitive incentive plan that is based on earning and accumulating the company’s shares.

The Performance Share Plan 2022−2026 comprises three performance periods, calendar years 2022−2024, 2023−2025, and 2024−2026. The Board of Directors resolves on the plan’s performance criteria and on the performance levels at the beginning of each performance period. The key employees will receive the company’s shares as a reward, if the performance levels of the performance criteria, set by the Board of Directors, are achieved. As a rule, no reward will be paid, if a key employee’s employment or service terminates before the reward payment.

The CEO and President and each member of the Executive Management Group of the Company must hold 50% of the net number of shares he or she has received on the basis of the plan until the number of the company’s shares he or she holds corresponds to the value of his or her gross annual base salary. Such number of shares must be held as long as such person’s employment or service in a company belonging to the Group Company continues.

Performance Period 2022−2024

The potential reward of the performance period 2022−2024 will be based on the Glaston Group’s comparable EBITA*) and Service Net Sales during the period of 1 January 2022−31 December 2024. If the performance levels of the performance criteria for the performance period 2022−2024 are achieved in full, the payable rewards correspond to a maximum total of 700,000 Glaston Corporation shares, including also the proportion to be paid in cash.

The potential reward from the performance period 2022−2024 will be paid in 2025 in a manner resolved by the Board of Directors, either partly in the company’s shares and partly in cash, in which case the cash proportion is intended to cover taxes and tax-related costs arising from the reward to the key employee, or fully in cash.

The reward to be paid on the basis of the plan may be reduced if the reward cap set by the Board of Directors is reached.

In total 18 key persons, including the CEO and President and the members of the Executive Management Group, belong to the target group of the plan in the performance period 2022–2024.

*) Comparable EBITA: operating result before amortization, impairment of intangible assets and purchase price allocation excluding items affecting comparability

Share-based incentive plan 2019−2023

In August 2019, the Board of Directors approved a  share-based incentive plan for the Group key employees. The aim of the  incentive plan is to align the objectives of the shareholders and the key employees in order to increase the value of the company in the long-term, to retain the key employees at the company and to offer them a competitive incentive plan that is based on earning and accumulating the company’s shares.

The Performance Share Plan 2019–2023 comprises three performance periods, calendar years 2019–2021, 2020–2022 and 2021–2023. The Board of Directors resolves on the plan’s performance criteria and on the performance levels at the beginning of each performance period. The key employees will receive the company’s shares as a reward, if the performance levels of the performance criteria, set by the Board of Directors, are achieved. As a rule, no reward will be paid, if a key employee’s employment or service terminates before the reward payment.

The CEO and each member of the Executive Management Group of the Company must hold 50% of the net number of shares he or she has received on the basis of the plan, until the number of the company’s shares he or she holds corresponds to the value of his or her gross annual base salary. Such number of shares must be held as long as such person’s employment or service in a company belonging to the Group Company continues.

Performance Period 2020—2022

The potential reward of the performance period 2020–2022 is based on the Glaston Group’s comparable EBITA and average gearing during a period of 1 January 2020—31 December 2022. If the performance levels of the performance criteria are achieved in full, the payable rewards correspond to a maximum total of 500 000 Glaston Corporation shares, including also the proportion to be paid in cash.

The potential reward from the performance period 2020–2022 will be paid in 2023 in a manner resolved by the Board of Directors, either partly in the company’s shares and partly in cash, in which case the cash proportion is intended to cover taxes and tax-related costs arising from the reward to the key employee, or fully in cash.
The reward to be paid on the basis of the plan may be reduced, if the reward cap set by the Board of Directors is reached.

Approximately 17 key employees, including the CEO and members of the Executive Management Group, belong to the target group of the plan in the performance period 2020–2022.

Performance Period 2019—2021

The potential reward of the performance period 2019–2021 will be based on the Glaston Group’s comparable EBITA and average gearing during a period of 1 January 2019—31 December 2021. If the performance levels of the performance criteria for the performance period 2019–2021 are achieved in full, the payable rewards correspond to a maximum total of 500 000 Glaston Corporation shares, including also the proportion to be paid in cash.

The potential reward from the performance period 2019–2021 will be paid in 2022 in a manner resolved by the Board of Directors, either partly in the company’s shares and partly in cash, in which case the cash proportion is intended to cover taxes and tax-related costs arising from the reward to the key employee, or fully in cash.

The reward to be paid on the basis of the plan may be reduced, if the reward cap set by the Board of Directors is reached. Approximately 15 key employees, including the CEO and members of the Executive Management Group, belong to the target group of the plan in the performance period 2019–2021.

The table presents the total remuneration of the President & CEO and the other Members of the Executive Management Group.

EUR20212020
President & CEO Anders Dahlblom
Paid salary341,280-
Performance bonuses228,826-
Share-based bonus126,500-
Total salary696,606-
Fringe benefits14,164-
Total710,770-
Statutory pension contributions (TyEL or similar scheme)124,521-
Voluntary pension contributions38,880-
Acting President & CEO Sasu Koivumäki 1 June- 31 Dec 2020
Paid salary-153,600
Performance bonuses-73,335
Share-based bonus--
Total salary-226,935
Fringe benefits-7,623
Total-234,558
Statutory pension contributions (TyEL or similar sceme)-10,400
Voluntary pension contributions-20,405
Other Executive Management Group
Paid salaries1,274,2871,079,846
Performance bonuses426,775158,687
Share-based bonus31,680-
Total salaries1,732,7421,238,533
Fringe benefits53,57232,040
Total1,786,3141,270,573
Statutory pension contributions (TyEL or similar scheme)197,941156,100
Voluntary pension contributions37,65921,195

Risk Management and Internal Control

Risk management and internal control are part of Glaston’s management system. Risk management is an essential part of planning, decision-making and management processes, and it is being applied in all of Glaston’s operations worldwide. The objective of risk management is to ensure the achievement of business targets and to safeguard operational continuity.

The purpose of internal control on the other hand is to ensure the effective and profitable operations of the company, sufficient and appropriate management of business risks, and reliable information.

The control system is also used to monitor compliance with specified operating principles and issued instructions.

Glaston’s risk management process is introduced in the Corporate Governance Statement. The Group’s risks are covered in more detail in the Board of Directors’ Report. The management and organisation of the Group’s financial risks are presented in more detail in Note 3 of the consolidated financial statements.

Risk management is an essential part of planning, decision-making and management processes, and a risk management programme is applied in all of Glaston’s operations worldwide. The objective of risk management is to ensure the achievement of business targets and to safeguard operational continuity. Glaston applies a risk management policy approved by the company’s Board of Directors.

The principle guiding Glaston’s risk management is the continuous, systematic and appropriate development and implementation of the risk management process, with the aim of the comprehensive recognition and appropriate management of risks.

From the perspective of risk management, Glaston has divided risks into four different groups: strategic risks, operational risks, financial risks and hazard risks. Risks of property, business interruption and liability losses arising from the Group’s operations have been covered by appropriate insurance, and management of financial risks is the responsibility of the Group Treasury in the Group’s parent company.

Glaston’s risk management consists of the following stages: risk recognition, risk assessment, risk handling, risk reporting and communication, monitoring of risk management measures and processes, operational continuity planning and crisis management.

As part of the risk management process, the most significant risks and their possible effects are reported to company management and the Board of Directors regularly, based on which management and the Board can make decisions on the level of risk that the business areas and units are possibly ready to accept in each situation or at a certain time.

In practice, risk management consists of appropriately specified tasks, operating practices and tools, which have been adapted to Glaston’s business area, business unit and Group-level management systems. Risk management is the responsibility of the directors and managers of each business area, business unit and Group function. Risk recognition is in practice the responsibility of every Glaston employee.

A strategic risk for Glaston is above all the loss of the Group’s market shares as well as the arrival of a competing machine and glass processing technology on to the market in connection with technological development, which would require Glaston to make considerable product development investments. Changes to legislation that regulate the company are also strategic risks.

Glaston’s most significant operational risks include management of large customer projects, the availability and price development of components, management of the subcontractor network, succeeding in the effective protection of intellectual property rights and efficient production as well as the availability and permanence of personnel.

The Group’s financial risks consist of foreign exchange, interest rate, credit loss, counterparty and liquidity risks. The nature of international business means that the Group has risks arising from fluctuations in foreign exchange rates. Changes in interest rates represent an interest rate risk. Credit loss and counterparty risks arise mainly from risks associated with the payment period granted to customers. Liquidity risk is the risk that the Group’s negotiated credit facilities are insufficient to cover the financial needs of the business or that obtaining new funding for these needs will cause a significant increase in financing costs.

The aim of internal control is to ensure that the Group’s operations are efficient, productive and reliable and that legislation and other regulations are complied with. The Group has specified for the main areas of its operations Group-wide principles that form the basis for internal control.

The Group’s internal control systems serve to provide reasonable assurance that the financial reports published by the Group give reasonably correct information about the Group’s financial position. The Board of Directors and the President & CEO are responsible for arranging internal control.

The Group’s internal control is decentralised to different Group functions, which supervise within their areas of responsibility compliance with the policies approved by the Board of Directors. The Group’s financial management and operational control are supported and coordinated by the Group’s financial management and controller network.

The Company has no separate internal auditing organisation. The Group’s Financial Management organisation regularly monitors the reporting of segments and addresses deviations perceived in reporting and, if necessary, performs either its own separate internal auditing or commissions the internal auditing from external experts.

Code of Conduct

Glaston is committed to doing busi­ness in a responsible and sustainable way in every business situation and transaction. By acting in a responsible manner, we are also laying the foundation for long-term success and growth.

The Code of Conduct sets out our standards of ethical and responsible conduct and determines how we at Glaston should conduct ourselves in interactions with fellow employees, our customers, the communities in which we operate and other stakeholders.

The Code has been approved by Glaston’s Board of Directors. The Code is applicable to all Glaston Group companies and all employees, including management, in every country in which we operate. Glaston also expects its business partners to adhere to similar principles.

Auditing

Under the Articles of Association the company has one auditor, which must be an auditing firm approved by the Finnish Patent and Registration Office. The Annual General Meeting elects the Company’s auditor. The auditor’s term of office covers the financial year during which it is elected and ends at the conclusion of the Annual General Meeting that follows its election. The auditor gives to the company’s shareholders the auditor’s report required by law in connection with the annual financial statements. In addition, the auditor reports regularly to the Board of Directors.

The General Meeting on 28 May 2020 elected the authorised public accounting firm KPMG Oy Ab as the Company’s auditor.

Audit in 2021

The auditor with principal responsibility was Lotta  Nurminen, APA. Auditing units representing KPMG have served as the auditors of the Company’s subsidiaries in most operating countries. In 2021 the Group’s auditing costs totaled approximately EUR 338,000, of which KPMG received approximately EUR 321,000. KPMG Oy Ab’s auditing expenses for the audit for financial year 2021 totaled approximately EUR 321,000. In addition, auditing units belonging to KPMG have provided other advice to Group companies to a total value of EUR 149,000.

Annual General Meeting

Glaston Corporation’s General Meeting of Shareholders is the company’s ultimate decision-making body. It decides on the duties for which it is responsible in accordance with the Finnish Companies Act and the Articles of Association, which include the adoption of the financial statements and the consolidated financial statements contained therein, the distribution of profits, and the discharge of the Members of the Board of Directors and the President & CEO from liability. In addition, the General Meeting of Shareholders elects the Board of Directors and the Auditors. The Annual General Meeting decides on the remuneration paid to Members of the Board and the Auditors.

Glaston Corporation’s General Meeting of Shareholders meets at least once per year. The Annual General Meeting must be held at the latest by the end of May. An Extraordinary Meeting of Shareholders is convened when the Board of Directors considers it necessary or when one must be convened by law.

In accordance with the Articles of Association, the notice to attend a General Meeting of Shareholders must be published on the Company’s website no earlier than two months before the last day of registration and no later than three weeks before the General Meeting, but at least nine days before the record date of the General Meeting. The Board of Directors may also decide to publish the notice of the General Meeting in one or more Finnish or Swedish-language national newspapers. In addition, Glaston publishes the notice to the General Meeting of Shareholders as a stock exchange release.

The President & CEO, the Chairman of the Board and the Members of the Board of Directors shall attend the General Meeting of Shareholders. In addition, the Auditor shall be present at the Annual General Meeting. The candidates for the Board of Directors shall also be present at the General Meeting that decides upon their election.

In accordance with the Finnish Companies Act, a shareholder shall have the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting, if the shareholder so requests in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice to attend. Glaston shall publish on its website in good time the date by which a shareholder must notify the Board of Directors of his/her request. At a General Meeting, shareholders shall have the right to make proposals and ask questions on the matters on the agenda of the meeting.

A shareholder shall have the right to participate in a General Meeting if the shareholder is registered in the Company’s register of shareholders eight (8) days before a General Meeting. Owners of nominee-registered shares may be temporarily registered in the Company’s list of shareholders for participation in a General Meeting. A shareholder may attend a General Meeting personally or through an authorised representative. A shareholder may also have an assistant at a General Meeting.

Glaston’s Annual General Meeting is planned to be held on Tuesday, April 4, 2023 in Helsinki.

Notification of items for AGM meeting agenda

A shareholder has the right to have a matter addressed at the Annual General Meeting, providing the matter falls within the competence of the Annual General Meeting. The request should be made in writing to the Board of Directors. The request should be delivered in time for it to be included in the Notice of Meeting. The request shall be considered to have been delivered in time for inclusion in the notice of the Annual General Meeting, if the Board of Directors has received it as aforesaid on January 25, 2023 at the latest.

It is the duty of a shareholder to ensure that any matters demanded to be addressed at the Annual General Meeting are in compliance with the Limited Liability Companies Act and that they are sufficiently detailed in order for them to be included in the notice of the Annual General Meeting and be addressed at the Annual General Meeting. The shareholder who made the demand, also has the duty to ensure that a proposal for a resolution on the basis of which the matter can be resolved, is submitted to the Annual General Meeting.

Shareholders’ proposals to the Board of Directors are to be sent to Glaston Corporation, Legal Affairs, Lönnrotinkatu 11, 00120 Helsinki, Finland, or by email to agneta.selroos(at)glaston.net.

Proposals of Glaston Corporation’s Shareholders’ Nomination Board to the Annual General Meeting 2023

The Nomination Board of Glaston Corporation proposes to the Annual General Meeting, that the number of members of the Board of Directors shall be seven (7) until the closing of the Annual General Meeting 2024, and that the current members of the Board of Directors Sebastian Bondestam, Antti Kaunonen, Sarlotta Narjus, Veli-Matti Reinikkala, Arja Talma, Tero Telaranta and Michael Willome shall be re-elected as Members of the Board of Directors.

According to the company’s Articles of Association, the Board of Directors elects from among its members the Chair and Deputy Chair. The Nomination Board recommends that Veli-Matti Reinikkala continues as the Chair of the Board of Directors.

All proposed persons are determined to be independent in relation to the company according to the definition set out in the Corporate Governance Code. With exception of Tero Telaranta and Sebastian Bondestam, all proposed persons are also determined to be independent of the significant shareholders of the company. Board Members Tero Telaranta and Sebastian Bondestam are dependent on a significant shareholder of the Company, Ahlstrom Capital B.V., whose ownership in the company is 26.39%, Tero Telaranta due to his position as the Director, Industrial Investments of Ahlström Capital Oy and Sebastian Bondestam due to his position as a member of the Board of Directors of Ahlström Capital Oy. Ahlstrom Capital B.V. is a group company of Ahlström Capital Oy.

The candidate information is available on this website at www.glaston.net/Investors. All candidates have given their consent to the election.

Proposal for the remuneration of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the annual remuneration of the Members of the Board of Directors remain unchanged and that accordingly, the annual remuneration be as follows:

  • Chair of the Board EUR 70,000,
  • Deputy Chair of the Board EUR 43,000,
  • other Members of the Board EUR 33,000.

The Nomination Board proposes that a member of the Board of Directors may, at his/her discretion, choose to receive the annual fixed remuneration partly in company shares and partly in cash so that approximately 40% of the annual fixed remuneration is paid in Glaston Corporation’s shares. The number of shares forming the above remuneration portion, which would be payable in shares, will be determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one-month period immediately following the date on which the interim report of January−March 2023 of the company is published.

In addition, the Nomination Board proposes that meeting fees shall be paid in accordance with earlier practice for each meeting of the Board of Directors that a Member of the Board has attended as follows:

  • EUR 800 to the Chair of the Board for meetings held in the Chair’s home country and EUR 1,500 for meetings held elsewhere
  • EUR 500 to other Members of the Board for meetings held in the home country of the respective Member and EUR 1,000 for meetings held elsewhere
  • for per capsulam Board Meetingshalf of the normal fee shall be paid.

Furthermore, it is proposed that each Member of the Board shall be compensated for travel and accommodation costs and direct expenses arising from their work for the Board of Directors in line with the company’s normal practice.

Furthermore, the Nomination Board proposes to the Annual General Meeting that the meeting fee for the People and Remuneration and Audit Committees shall remain unchanged. Thus it is proposed that the Chair of the Audit Committee shall be paid annual remuneration of EUR 10,000 and the Chair of the People and Remuneration Committee annual remuneration of EUR 7,500, and in addition, a meeting fee shall be paid to all Committee Members for each meeting they attended, of EUR 500  for meetings held in the home country of the respective Member and EUR 1,000 for meetings held elsewhere.

Chair of the Board of Directors Veli-Matti Reinikkala did not participate in decision-making when the Nomination Board made its proposal on the number of the Members of the Board of Directors and on the Board of Directors’ composition and remuneration.

 

Extraordinary General Meeting 21 September 2017

Annual General Meeting 4 April 2017


Annual General Meeting 5 April 2016

Annual General Meeting 26 March 2015

Annual General Meeting 2 April 2014

Annual General Meeting 17 April 2013

Extraordinary General Meeting 12 February 2013

 

Annual General Meeting 27 March 2012

 

Annual General Meeting 5 April 2011

Nomination Board

The purpose and task of the Nomination Board is to annually prepare and present to the Annual General Meeting and, if necessary, to an Extraordinary General Meeting, a proposal on the number of the members of the Board of Directors, a proposal on the members of the Board of Directors and a proposal on the remuneration of the members of the Board of Directors. In addition, the task of the Nomination Board is to seek candidates as potential board members.

The Nomination Board acts in accordance with applicable laws, the stock exchange regulations applicable to the Company and the Finnish Corporate Governance Code. As a board representing the Company’s shareholders, the Nomination Board meets the requirements set out for such a board by the Corporate Governance Code.

Charter of the Nomination Board.

The Nomination Board consists of four members, all of which are appointed by the Company’s four largest shareholders, who shall appoint one member each. The Chairman of the Company’s Board of Directors serves as an advisory member of the Nomination Board.

The Company’s largest shareholders entitled to appoint members to the Nomination Board shall be determined on the basis of the registered holdings in the Company’s shareholder register held by Euroclear Finland Ltd as of the first working day in September in the year concerned.

The Nomination Board is established to exist and serve until the General Meeting of the Company decides otherwise. The members shall be nominated annually and their term of office shall end when new members are nominated to replace them.

The members of the Nomination Board appointed by shareholders shall be independent of the Company and a person belonging to the Company’s operative management cannot be a member of the Nomination Board.

The members of the Nomination Board shall not be entitled to any remuneration from the Company on the basis of their membership. The travelling costs of the members shall be reimbursed in accordance with the Company’s travel policy. The Nomination Board can, at the Company’s approved expense, make use of outside experts to identify and evaluate potential new candidate members to the Board of Directors.

The Nomination Board shall forward its proposals for the Annual General Meeting to the Company’s Board of Directors by the end of January each year. Proposals intended for an Extraordinary General Meeting shall be forwarded to the Company’s Board of Directors in time for them to be included in the notice to the General Meeting. The Nomination Board’s decision shall be the majority opinion. In case of a tie, the Chairperson will have the casting vote.

A person to be proposed as a member of the Board of Directors shall have the qualifications required for the task and the possibility to devote sufficient amount of time for the task.

Based on the ownership on 1 September, 2021 the following have been nominated as members of Glaston’s Nomination Board:
Lasse Heinonen (AC Invest Eight B.V.)
Jaakko Kurikka (Hymy Lahtinen Oy)
Pekka Pajamo (Varma Mutual Pension Insurance Company)
Esko Torsti (Ilmarinen Mutual Pension Insurance Company)

Veli-Matti Reinikkala, Chairman of the Company’s Board of Directors, serves as an advisory member of the Nomination Board.

In its organizing meeting on 22 September 2021, the Nomination Board elected Lasse Heinonen amongst its members as Chairman.