Administration and organisation

Corporate governance

Pohjolan Voima Oyj and its subsidiaries form the Pohjolan Voima Group. Registered office of the Group’s parent company, Pohjolan Voima Oyj, is Helsinki, Finland. Pohjolan Voima Oyj is a public limited liability company.

Under its articles of association, the company acquires energy for its shareholders and engages in other related activities. The company also may own shares and assets as are required or necessary for carrying on its business.

According to the articles of association, Pohjolan Voima supplies energy to its shareholders at cost price (the Mankala principle), i.e. Pohjolan Voima delivers the energy it has produced or acquired to its shareholders in proportion to their ownership of each series of shares. Each shareholder of the series of shares in question is responsible for the annual variable and fixed costs defined in more detail in the articles of association. The parent company’s administration costs are covered by charging them as part of the fixed annual costs in a manner specified in more detail in the corporate documents.

According to the articles of association, the liability of each shareholder for the annual costs is always limited to the amount corresponding to the proportion of their shareholdings in all the shares in the series in question, and the failure of any other shareholder to satisfy the responsibilities of the shareholder for costs in proportion to the shareholders shareholding shall not increase any non-defaulting shareholder’s liability. The shareholders are responsible for the costs defined in Clause 4 of the articles of association.

Pohjolan Voima Oyj’s General Meeting issues directives to the Board of Directors on the composition of the Boards of Directors of the subsidiaries and, if necessary, certain decisions by the subsidiaries. The parent company’s Board of Directors and the Corporate Executive Team discuss the main principles of the Group’s operations. The parent company participates in the management and supervision of its subsidiaries and affiliated companies through its representatives appointed to the governing bodies of these companies. The Group’s subsidiaries and affiliated companies have their own governing bodies as well as some committees and corporate documents.

Pohjolan Voima’s governance is based on legislation and its corporate documents. As an unlisted public limited liability company, Pohjolan Voima is under no obligation to comply with the Corporate Governance Code.

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