Corporate governance

Last modified: 21.11.2019

Corporate governance

Pursuant to the provisions of the Finnish Companies Act and the Articles of Association of the company, the management and governance of the company are divided between the shareholders, the Board of Directors and the Chief Executive Officer of the company (the “CEO”). In addition, the Leadership Team assists the CEO in the operations of the company.

The shareholders of Optomed exercise their decision-making power at the company’s General Meeting of Shareholders. According to the Articles of Association, the Annual General Meeting of Shareholders shall be held annually within six months of the expiration of the financial period. The matters to be dealt with in the Annual General Meeting of Shareholders are defined in the Finnish Companies Act and in the Articles of Association of the company.

The shareholder participates in the administration and management of the company through resolutions passed at the General Meetings of Shareholders. The General Meeting of Shareholders of the company is convened upon notice given by the Board of Directors. In addition, a General Meeting of Shareholders of the company is held when requested in writing by the auditor of the company or by shareholders representing at least one-tenth of all the Shares in order to discuss a certain matter.

Optomed’s corporate governance complies with the Limited Liability Companies Act.

Corporate Governance

In addition to applicable laws, the rules and recommendations of Nasdaq Helsinki, and the Articles of Association, the company will apply the Finnish Corporate Governance Code 2015. However, currently, the company deviates from recommendation 8 of the Finnish Corporate Governance Code regarding the composition of the Board of Directors as both genders are not currently represented in the Board of Directors. The election of the most recent members of the Board of Directors was based on their experience and industry competence and the election took place prior to the company having decided to comply with the Finnish Corporate Governance Code. The company considers the diverse composition of the Board of Directors important and will strive to have, where possible, representatives of both genders on the Board of Directors.

The Finnish Corporate Governance Code 2015 is issued by the Finnish Securities Market Association, and it is publicly available on the website of the Finnish Securities Market Association at www.cgfinland.fi.