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 2019 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 1954, M.Sc. (Econ.), APA.
Professional Board member. Member of the Board of Glaston Corporation since 2010, Chairman of the Board since 2018.

Primary working experience:
Pöyry Plc 1985-2010: Senior Advisor, 2010; Group Executive Vice President and Deputy to President & CEO,1999-2009; Head of Infrastructure & Environment business group, 1998-2000; Head of Construction business group, 1997-1998; CFO, 1988-1999.

Key positions of trust:
Havator Oy, Chairman of the Board; Cargotec Plc, Member of the Board; Evli Bank Plc, Member of the Board; Pöyry PLC, Vice Chairman of the Board; Holiday Club Resorts, Member of the Board; 3Step It Group Oy, Member of the Board

Independent of the company and significant shareholders. 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: no other positions of trust

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 1960, M.Sc. (Eng.).
Valmet Technologies Oy, Vice President, Energy Sales and Services Operations, EMEA, 2015. Member of the Board of Glaston Corporation since 4 April 2017.

Primary working experience
Valmet Power Oy, Finland, 2014-2015, Vice President, Energy Sales and Services Operations, EMEA; Managing Director
Metso Power Oy, Finland, 2017-2014, Vice President, Capital Projects; Vice President, EMEA; Managing Director
Kvaerner Power Oy, Finland, 2003-2007, Vice President, Capital Projects; Managing Director
Kvaerner Pulping Oy, Finland, 1996-2003, Vice President, Recovery Boilers SBU, Vice President, Boilers SBU, Managing Director (2000-2003)

Key positions of trust: no other positions of trust

Independent of the company and significant shareholders. Born 1959. Doctor of Technology (Dr.Tech) (MBA). President of Kalmar, part of Cargotec. Member of the Board of Directors since 10 April 2018.

Primary work experience:
Senior Vice President, Automation and Project Division in Kalmar, part of Cargotec, 2015-2016
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:

Board member, Jiangsu Rainbow Heavy Industries Co. Ltd., Shenzhen, China

 

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 September 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
Destia Group, Member of the Board
Enics AG, Member of the Board

Independent of the company and significant shareholders. Born 1966, lic. oec HSG (M.A. University of St. Gallen). Conzzeta AG, Group CEO, since 2016. Member of the Board since 28 May 2020.

Primary working experience

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

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 28 May 2020 elected Mr. Teuvo Salminen, Mr. Sebastian Bondestam, Mr. Antti Kaunonen, Ms. Sarlotta Narjus, Mr. Kai Mäenpää, 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 June 2020, 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. In the overall evaluation, the Board considered the over ten year term of one Board member, but considered the member still to be independent of the company.

Glaston’s Board of Directors has two committees: an Audit Committee and a Compensation Committee. The Board of Directors appoints the members and chairman 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 Board of Directors specifies the duties of the Audit Committee in a charter confirmed by the Board of Directors. The Audit Committee monitors the financial reporting process, oversees the financial reporting process and monitors the effectiveness of internal control, internal audit and risk management systems. In addition, the Committee reviews the description of the main features of the internal control and risk management systems associated with the financial reporting process, monitors the statutory audit of the financial statements and the consolidated financial statements, evaluates the independence of the statutory audit firm and prepares a proposal for the election and remuneration of the auditor. Other duties include 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 regular carries out self-evaluation of its work, and the Chairman of the Committee reports the results to the Board of Directors.

Compensation Committee
The Compensation 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 Compensation Committee in a charter confirmed by the Board of Directors. Key duties of the Compensation Committee include preparing the remuneration and other benefits of Glaston’s President & CEO and other members of the Executive Management Group, preparing the appointment of the President & CEO and other members of the Executive Management Group and their successors, and preparing proposals for Glaston’s short- and long-term incentive schemes. In addition, the Committee’s duties include carrying out all other duties assigned to the Committee by the Board of Directors.

The Compensation Committee convenes at the invitation of the Chairman, as necessary and at least twice a year. The Members of the Board of Directors and the President & CEO have the right to attend the meetings of the Committee.

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

The compositions of the Board committees are: 

Audit Committee
Teuvo Salminen (Chairman) and Tero Telaranta.

Compensation Committee
Sebastian Bondestam (Chairman), Sarlotta Narjus, and Antti Kaunonen.

Executive Management Group

Acting CEO as of 1 June 2020.
COO, Sales and Integration, as of 1 January 2020. Deputy to the CEO since 2015.  Born 1974, M.Sc. (Econ.).  Joined the company in 2002.

Primary work experience
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.

SVP Glaston Heat Treatment Technologies as of 1 January 2020. Member of the Executive Mamangement Group since 2007. Born 1958, B.Sc. (Eng.). Joined the company in 1986.

Primary working experience
SVP, Glaston technologies May-December 2019; SVP, Emerging Technologies 2017-May 2019; Glaston Corporation: 2016-2017, SVP, Americas, 2013-2016, SVP, Machines business operations; 2012-2013, SVP, Heat Treatment product line; 2009-2012, SVP, Services,; 2008-2009 SVP, Quality and Business development; Kyro Corporation, 2003-2007, Vice President, Technology;  Tamglass Engineering Ltd. Oy,1999-2003, Managing Director; Tamglass Ltd. Oy, 1991-2003, management positions; Tamglass Engineering Oy: 1989-1991, Vice President, Service and  1986-1989, Project Engineer; Insinööritoimisto Kupari Oy, 1984-1986, Design and Project Engineer.

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.

Member of the Executive Management Group September 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.

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

Member of the Executive Management Group 2013-March 2019 and as of 1 January 2020. Born 1975, LL.M., M.Sc.(Admin.), MBA. Employed by the company since 2011.

Primary work experience

Metso Minerals Oy, Legal Counsel, 2008-2011; Cargotec Corporation, Legal Counsel, 2006-2008

SVP Glaston Insulatin 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

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 2020 the Executive Management Group includes the CEO, the Chief Financial Officer, the COO and integration lead, the SVP Glaston Heat Treatment Technologies, the SVP Glaston Insulating Glass Technologies, the SVP Glaston Automotive and Emerging Technologies, the SVP Services and the  General Counsel and SVP Human Resources.

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 28 May 2020, the annual remuneration of the Chairman of Glaston’s Board of Directors is EUR 60,000, the remuneration of the Deputy Chairman EUR 40,000 and the remuneration of Members of the Board EUR 30,000. 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 2019, remuneration to the Board of Directors totalled EUR 283,550.

EuroRemuneration 2019Remuneration 2018
Teuvo Salminen, Chairman of the Board76,70049,900
Sebastian Bondestam, Deputy Chairman52,85029,875
Antti Kaunonen36,85021,250
Sarlotta Narjus36,85027,750
Kai Mäenpää35,10027,750
Tero Telaranta36,85027,750
Anu Hämäläinen *)8,35027,750
Andreas Tallberg **)-12,400
Claus von Bonsdorff **)-6,500
Pekka Vauramo **)-6,500
Kalle Reponen ***)-6,000
Total283,550237,425

*) Member of the Board until 4 April 2019
**) Member of the Board until 10 April 2018
***) Member of the Board until 4 April 2017

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 and a share-based incentive plan based on the development of the share price, which is intended as a long-term reward. The annual bonus is determined on the basis of Glaston’s financial performance. The criteria for bonus payments are consolidated result, result of the business area or business unit as well as functional targets. The maximum amount of the President & CEO’s annual bonus is 50% of annual salary. For the other members of the Executive Management Group, the maximum amount of annual bonus is 40% of annual salary.

The President & CEO’s period of notice is three months. The President & CEO is paid compensation corresponding to 12 months’ salary if he is dismissed by the Company. If more than 50% of the Company’s shares are transferred to a new owner in connection with a merger or acquisition, the President & CEO shall have the right to terminate his employment contract with 1 month’s notice, in which case he shall be paid one-off severance pay of EUR 200,000.

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

In August 2019, the Board of Directors of Glaston Corporation approved a new share-based incentive plan for the Group key employees. The aim of the new 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 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.

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

In February 2014, Glaston’s Board of Directors approved a long-term incentive and commitment plan for the Group’s key personnel including senior management of the Group and its subsidiaries. The incentive plan is based on the development of Glaston’s share price. The first period covered the years 2014–2016 and thereafter a new period has been launched annually.

For the incentive plan that covered the years 2016–2018 no rewards were paid in spring 2019. The incentive plan launched in 2016 covered 18 key Glaston personnel.

For the incentive plan launched in 2017, covering the period  2017–2019, any rewards will be paid in spring 2020. The incentive plan launched in 2017 covers 18 key Glaston personnel.

For the incentive plan launched in 2018,  covering the period  2018–2020, any rewards from the plan will be paid in spring 2021. The plan covers 20 key Glaston employees.

The table presents the total remuneration of the President & CEO and the other Members of the EMG in 2018 and 2017.

EUR20192018
President & CEO Arto Metsänen
Paid salary405,646428,461
Performance bonuses40,000-
Share-based bonus--
Total salary445,646428,461
Fringe benefits1,4321,242
Total447,078429,703
Statutory pension contributions (TyEL or similar scheme)86,16777,316
Voluntary pension contributions48,96057,460
Deputy CEO Sasu Koivumäki
Paid salary271,221188,332
Performance bonuses*)75,000-
Share-based bonus--
Total salary346,221188,332
Fringe benefits11,57612,300
Total357,797200,632
Statutory pension contributions (TyEL or similar sceme)67,35933,411
Voluntary pension contributions27,98422,369
*)Includes deferred performance bonus of EUR 50,000 at the end of 2019
Other Executive Management Group
Paid salaries752,151948,747
Performance bonuses **)93,18834,776
Share-based bonus--
Total salaries845,339983,523
Fringe benefits71,631134,175
Total916,9701,117,698
Statutory pension contributions (TyEL or similar scheme)56,755115,664
Voluntary pension contributions9,130-
**) Includes deferred performance bonus of EUR 68,188 at the end of 2019

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.

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 2019

At the 2019 Annual General Meeting, the accounting firm Ernst & Young Oy was elected as the Company’s Auditor.

The auditor with principal responsibility was Kristina Sandin APA. Auditing units representing Ernst & Young have served as the auditors of the Company’s subsidiaries in most operating countries. In 2019 the Group’s auditing costs totaled approximately EUR 430,000, of which Ernst & Young received approximately EUR 394,000. Ernst & Young Oy’s auditing expenses for the audit for financial year 2019 totaled approximately EUR 130,000. In addition, auditing units belonging to Ernst & Young have provided other advice to Group companies to a total value of EUR 152,000.

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.

RESOLUTIONS OF THE ANNUAL GENERAL MEETING 

The Annual General Meeting of Glaston Corporation was held on 28 May 2020 in Helsinki. The General Meeting adopted the financial statements and consolidated financial statements for the financial period from 1 January to 31 December 2019 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year from 1 January to 31 December 2019.

In accordance with the proposal of the Board of Directors, the General Meeting resolved that no dividend or return of capital will be distributed based on the balance sheet adopted for the financial year ended on 31 December 2019.

Adoption of the Remuneration Policy for governing bodies
In accordance with the proposal of the Board of Directors, the General Meeting decided to adopt the Remuneration Policy for the governing bodies.

Composition of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the number of the members of the Board of Directors was resolved to be seven. The General Meeting decided, in accordance with the proposal of the Shareholders’ Nomination Board, to re-elect as members of the Board of Directors the current members of the Board of Directors, Mr. Teuvo Salminen, Mr. Sebastian Bondestam, Mr. Antti Kaunonen, Ms. Sarlotta Narjus, Mr. Kai Mäenpää and Mr. Tero Telaranta, and to elect Mr. Michael Willome as a new member of the Board of Directors. The Board of Directors was elected for a term continuing until the close of the next Annual General Meeting. More information on the members of the Board of Directors is available on this website in the Governance section.

Remuneration of the members of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the General Meeting resolved that that the annual and meeting fees of the members of the Board of Directors as well as fees paid for Committee work remain unchanged. The Chairman of the Board of Directors is paid an annual fee of EUR 60,000, the Deputy Chairman an annual fee of EUR 40,000 and the other members of the Board of Directors an annual fee of EUR 30,000.

In addition, the General Meeting resolved that in accordance with the proposal of the Shareholders’ Nomination Board, meeting fees are paid for each meeting of the Board of Directors that a Member of the Board has attended, so that the Chairman of the Board is paid EUR 800 for meetings held in the Chairman’s home country and EUR 1,500 for meetings held elsewhere and the other Members of the Board are paid EUR 500 for meetings held in the home country of the respective member and EUR 1,000 for meetings held elsewhere. For per capsulum Board Meetings, half of the normal meeting fee will be paid. Furthermore, it was resolved that each Member of the Board will 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.

In addition, the General Meeting resolved in accordance with the proposal of the Shareholders’ Nomination Board that the meeting fee for the Compensation and Audit Committees remain unchanged and that all members of the Audit and Compensation Committees will be paid a meeting fee of EUR 500 for each meeting attended. In addition to the meeting fee, the Chairman of the Audit Committee will be paid an annual fee of EUR 10,000 and the Chairman of the Compensation Committee will be paid an annual fee of EUR 7,500.

Auditor
In accordance with the proposal of the Board of Directors, the General Meeting elected the authorised public accounting firm KPMG Oy Ab as the Company’s auditor. The auditing firm has announced that the auditor in charge of the audit is Authorised Public Accountant Lotta Nurminen. In accordance with the proposal of the Board of Directors, the General Meeting decided that the remuneration of the auditor is paid based on the reasonable invoice approved by the Company.

Authorisation to the Board of Directors to decide on the repurchase as well as on the acceptance as pledge of the company’s own shares
In accordance with the proposal of the Board of Directors, the General Meeting authorised the Board of Directors to decide on the repurchase as well as on the acceptance as pledge of the Company’s own shares in one or several tranches as follows.

The number of own shares to be repurchased or accepted as pledge shall not exceed 8,000,000 shares, which corresponds to approximately 10 per cent of all registered shares in the Company, subject to the provisions of the Finnish Companies’ Act on the maximum amount of shares owned by or pledged to the company or its subsidiaries. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or at a price otherwise formed on the market.

The Board of Directors decides how own shares will be repurchased or accepted as pledge. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

The authorisation is effective until 30 June 2021 and it revokes corresponding earlier authorisations.

Authorisation to the Board of Directors to decide on the issuance of shares as well as the issuance of options and other rights entitling to shares
In accordance with the proposal of the Board of Directors, the General Meeting authorised the Board of Directors to resolve on one or more issuances of shares which contain the right to issue new shares or dispose of the shares in the possession of the Company and to issue options or other rights entitling to shares pursuant to Chapter 10 of the Finnish Companies Act. The authorisation consists of up to 8,000,000 shares in the aggregate representing approximately 10 per cent of the current number of shares in the Company.

The authorisation does not exclude the Board of Directors’ right to decide on a directed issue of shares. The authorisation can be used for material arrangements from the Company’s point of view, such as financing or implementing business arrangements or investments or for other such purposes determined by the Board of Directors in which case a weighty financial reason for issuing shares, options or other rights and possibly directing a share issue would exist.

The Board of Directors was authorised to resolve on all terms and conditions of the issuance of shares, options and other rights entitling to shares as referred to in Chapter 10 of the Companies Act, including the payment period, grounds for the determination of the subscription price and subscription price or allocation of shares, option or other rights free of charge or that the subscription price may be paid besides in cash also by other assets either partially or entirely (contribution in kind).

The authorisation is effective until 30 June 2021 and it revokes corresponding earlier authorisations.

Amendments of the Articles of Association
In accordance with the proposal of the Board of Directors, the General Meeting decided to amend the Articles 4, 9 and 13 of the Articles of Association of the Company as follows:

Article 4 Board of Directors

“The company’s administration and the due organization of its operations shall be entrusted to a Board of Directors, which shall consist of at least five (5) and at most nine (9) ordinary members elected by a meeting of shareholders.

The term of office of Members of the Board of Directors expires at the end of the next Annual General Meeting that follows their election.

The Board of Directors shall elect from among its members a Chairman and a Deputy Chairman to serve for one year at a time. 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.”

Article 9 Auditor

“The company shall have one auditor, namely an auditing firm approved by the Finnish Patent and Registration Office.

The auditor’s term of office shall end at the close of the next Annual General Meeting following its election.”

Article 13 The business of the Annual General Meeting

“The business of the Annual General Meeting shall comprise:

the presentation of:

1) the annual accounts, including the consolidated annual accounts, and the report by the Board of Directors;
2) the auditor’s report;

the passing of resolutions on:

3) the adoption of the annual accounts and the consolidated annual accounts;
4) measures that may be called for by the profit or loss shown in the adopted balance sheet;
5) the granting of discharge from liability to the Members of the Board of Directors and the Chief Executive Officer;
6) the adoption of the remuneration policy, when necessary;
7) the adoption of the remuneration report;
8) the remuneration of the Members of the Board of Directors and the auditor;
9) the number of Members of the Board of Directors;

the election of:

10) the Members of the Board of Directors;
11) the auditor

and dealing with:

12) the other matters mentioned in the invitation to attend the meeting.”

Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on this website  at the latest on 11 June 2020.

AGM materials

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 2 September, 2019 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)

Teuvo Salminen, Chairman of the Company’s Board of Directors, serves as an advisory member of the Nomination Board.

In its organizing meeting on 10 September 2019, the Nomination Board elected Lasse Heinonen amongst its members as Chairman.