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.
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 Corporate Governance 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 apply the corporate governance practices of a high international standard. The Code is available on the Securities Market Association homepage at www.cgfinland.fi. In addition to the above regulatory framework, 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 has introduced the Outotec Management System for the purpose of ensuring the due functioning of its operational model. Outotec Management System became effective on February 2011 upon the approval by the Board of Directors. Outotec Management System defines governance, management principles, operational model, roles, responsibilities and authorities within Outotec. Outotec Management System documentation is based on European Foundation for Quality Management (EFQM) management system and processes framework criteria. Documentation defines compatibility and fulfilment of Outotec systems against such standards as ISO 9001 for Quality Management and ISO 14001 for Environmental Management. Outotec Management System is based on the following general principles and guidance:
- One company principle
- Governance and decision-making
- Mission, strategic intent and vision
- Corporate-wide policies, processes, information, applications and quality
Outotec policies constitute a vital part of the Management System. On December 2012 Outotec’s Board of Directors approved Outotec’s Code of Conduct. The Code of Conduct comprises the values that Outotec’s behavior is based on, including human rights, compliance topics, anti-corruption issues, anti-money laundering, health and safety, insider rules, respecting laws and regulations, as well as free and fair trade practices. Disclosure policy provides for timely and accurate investor communication.
Outotec has implemented a Compliance Helpline globally which enables anyone to raise their concerns or seek advice in matters related to compliance to the knowledge of Chief Compliance Officer. Outotec has provided 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 recommendation 54 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. In addition, Outotec's Corporate Governance Policy in its entirety is published and maintained on Outotec’s web site at www.outotec.com.