Management and governance

Aktia plc and its subsidiaries, all limited companies, are governed in compliance with the Limited Liability Companies Act. Further, the companies in the Group are managed in accordance with applicable legislation, such as the Act on Credit Institutions, the Act on Commercial Banks and Other Credit Institutions in the Form of a Limited Company, the Act on Mortgage Credit Banks, the Act on Common Funds, the Act on Investment Firms, the Insurance Companies Act, as well as regulations on finance and insurance conglomerates.

Further regulations on corporate administration are also included in the rules of procedure adopted by the parent company's Board of Supervisors and Board of Directors that define the areas of responsibility of the individual administrative bodies in more detail.

In addition to laws and the company's Articles of Association, Aktia follows the Finnish Corporate Governance Code for listed companies published by the Securities Market Association. Aktia follows the recommendations in the Finnish Corporate Governance Code with the exception of recommendation 8 (Election of Directors), recommendation 28 (Establishment of the nomination committee), 29 (Members of the nomination committee and appointment of members), 30 (Duties of the nomination committee) and 40 (Decision-making process on remuneration payable for board and committee work).
 
Departing from recommendation 8, Aktia's Annual General Meeting nominates a Supervisory Board, which in turn elects the Board of Directors for Aktia and decides on matters that are related to the significant restriction or expansion of operations etc. This decision-making process has been approved by the owners in the currently valid Articles of Association. The process is considered more effective in respect of owner control and useful in business with closer local connection in the company's decision-making bodies. Further, Aktia's Board of Directors has not established a nomination committee. Thus Aktia does not comply with recommendations 28, 29 and 30 of the Corporate Governance Code. The reason for noncompliance is that members of the Board are nominated by the Supervisory Board, and that the presiding officers of the Supervisory Board, annually appointed from within the Supervisory Board, according to current rules of procedure for administrative bodies of the Aktia Group prepare matters concerning composition of the Board as well as nomination and remuneration of the members of the Board.
 

In this part, further information is provided on the Group's administrative bodies and affairs with reference to corporate governance, independence and transparency in its operations. The presentation includes information to be made public in accordance with the Finnish Corporate Governance Code.

Aktia's Administration Structure

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