The ultimate responsibility for the management and operations of Outotec lies with the governing bodies of the parent company, Outotec Oyj, registered and existing under the laws of Finland. These governing bodies are the General Meeting of Shareholders, the Board of Directors and the President and Chief Executive Officer (CEO). Further, the Executive Board, operating under the authority of the CEO, has been formed for the efficient management of the company.
Outotec's governing bodies
The governance principles applicable to the company are a combination of the laws of Finland, the Articles of Association approved by the General Meeting of Shareholders and Corporate Governance Policy approved by the Board of Directors. Outotec follows the new Finnish Corporate Governance Code ("Code") for listed companies issued by the Securities Market Association in 2015. The Code is based on listed companies' self-regulation and it complements the statutory procedures.
The aim of the Code is to harmonize practices of the Finnish listed companies' corporate governance as well as the information given to shareholders and other investors. It aims also to improve the transparency of the governing bodies and that the Finnish listed companies’ corporate governance practices are of a high international standard. The Code is available on the Securities Market Association website at www.cgfinland.fi. In addition, Outotec abides by all guidelines and instructions issued by the Financial Supervision Authority, Nasdaq Helsinki Ltd and the Finland Chamber of Commerce, e.g. in the field of insider management, own shares, communications and takeovers.
Outotec’s Corporate Governance Statement has been prepared in accordance with the corporate governance reporting requirements of the Finnish Corporate Governance Code and related instructions issued by the Securities Markets Association. Outotec’s Corporate Governance Statement has been given separately from the Financial Statements. Outotec does not deviate from any of the Code’s recommendations. In addition, Outotec’s Corporate Governance Policy in its entirety is published and maintained on Outotec’s website at www.outotec.com.
Outotec has introduced the Outotec Operating Model for the purpose of ensuring proper functioning and compliance. Outotec Management System became effective on February 2011 with approval by the Board of Directors. The system was revised in 2017 and re-named as Outotec Operating Model. Outotec Operating Model defines the governance, management principles, operational model, roles and responsibilities as well as authorities within Outotec. Outotec Operating Model documentation is based on European Foundation for Quality Management (EFQM) management system and processes framework criteria. Documentation defines compatibility and fulfilment of Outotec’s systems against such standards as ISO 9001:2000 for Quality Management and ISO 14001 for Environmental Management. Outotec Operating Model describes how Outotec operates across business processes, organization and competences to accomplish its mission, and it includes:
- Mission, vision and strategy
- Values, Code of Conduct and ethics
- Governance and policies
- Organization and people
- Business processes and QEHS (Quality, Environment, Health and Safety) systems
- Information Architecture and Applications
Outotec policies constitute a vital part of the Operating Model. Outotec’s Board of Directors revised Outotec’s Code of Conduct in 2017. The Code of Conduct comprises the values that Outotec’s way of working is based on and sets out the company’s fundamental rules on human rights, anti-corruption issues, occupational health and safety matters, insider rules, respecting laws and regulations, as well as free and fair commercial practices.
Outotec has a globally available Compliance Helpline which enables anyone to raise their concerns or seek advice in matters related to compliance to the knowledge of Chief Compliance Officer. Outotec provides on-going mandatory training to its employees regarding the Code of Conduct and other compliance issues.
Outotec's Corporate Governance Statement
Outotec’s Corporate Governance Statement has been prepared in accordance with the Finnish Corporate Governance Code and related instructions issued by the Securities Markets Association. Outotec's Corporate Governance Statement has been given separately from the financial statements. In addition, Outotec's Corporate Governance Policy in its entirety is published and maintained on Outotec’s web site at www.outotec.com.