Investors

Governance

In accordance with the Companies Act and Solwers’ articles of association, responsibility for the company’s supervision and administration is divided between the general meeting, the board of directors and the CEO.

Annual General Meeting (AGM)

Shareholders participate in the control and management of the company through decisions made in annual general meetings. The company’s board of directors convenes the annual general meetings.

In addition, the annual general meeting must be held if the company’s auditor or shareholders representing at least one-tenth of all the company’s issued shares demand in writing that the general meeting to be convened.

AGM 2024 

AGM 2023

AGM 2022

 

 

Articles of Association

Section 1. Company name and place of registered office

The company’s name is Solwers Oyj and its registered office is in Kauniainen, Finland. The company name is Solwers Abp in Swedish, Solwers Plc in English and Solwers AG in German.

Section 2. Line of business

The company’s line of business is the provision of design, consultancy and other professional services, as well as the production of group services and support functions. The company may engage in machinery and equipment rental activities and securities trading, as well as own, lease, manage and trade real estate.

Section 3. Board of Directors

The company has a Board of Directors consisting of one to eight full members and one alternate member, if fewer than three full members are elected. The members’ term expires at the end of the first Annual General Meeting following the election.

Section 4. Signing on behalf of the company and representing the company

The Chairman of the Board and the CEO are both authorised to sign on behalf of the company by themselves. In addition, two (2) Board members are authorised to sign on behalf of the company together.

Section 5. Auditor

The company has one auditor, which must be an audit firm that complies with the Auditing Act. The auditor’s term expires at the end of the Annual General Meeting following the selection.

Section 6. The company’s accounting period

The accounting period ends on 31 December each year.

Section 7. Notice of the Annual General Meeting

The notice of the Annual General Meeting is published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the meeting, but at least nine (9) days prior to the record date of the Annual General Meeting.

Section 8. Registration for the Annual General Meeting

In order to be entitled to participate in the Annual General Meeting, a shareholder must register with the company no later than the time specified by the Board of Directors in the notice convening the meeting, which may not be earlier than ten
(10) days before the meeting.

Section 9. Location of the Annual General Meeting

The Annual General Meeting is held at a location determined by the company’s Board of Directors, which can – in addition to the company’s registered office – be in Espoo, Helsinki or Vantaa. The Board of Directors can decide that the Annual General Meeting is organized without a meeting place so that the shareholders use it decision-making power during the meeting in full and up-to-date with the help of a communication connection and a technical aid (remote meeting).

Section 10. Annual General Meeting

The Annual General Meeting must be held annually on a date determined by the Board of Directors within six (6) months after the end of the accounting period. 
The meeting must:

Present 

  1. the financial statements, comprising the income statement, the balance sheet, the consolidated financial statements and the annual report
    2. the audit report

Decide on

  1. the confirmation of the income statement, the balance sheet and the consolidated financial statements
  2. the measures that need to be taken on the basis of the profits or losses on the confirmed balance sheet
  3. discharging the Board members and CEO from liability
  4. the number of full members of the Board of Directors

 Select

  1. the members of the Board of Directors
  2. the auditor

Process

  1. other matters stated in the invitation to the meeting
Section 11. Book-entry system

Shares of the company are part of the book-entry system after the end of the registration period.

Board of Directors

The Board of Directors is generally responsible for the company’s and the Group’s governance and for ensuring the appropriate organisation of the Company’s operations. The Board of Directors directs and supervises the company’s senior management, appoints and dismisses the CEO and approves significant decisions concerning the company’s strategy, investments, organisation, the senior management’s remuneration system and financing. The CEO is responsible for the implementation of the company’s strategy and for the day-to-day operations of the company in accordance with the instructions and orders given by the Board of Directors.

According to the Articles of Association, Solwers’ Board of Directors has 1–8 members, whose term expires at the end of the next Annual General Meeting following their election.

Independence

With the exception of Leif Sebbas, all Board members – Hanna-Maria HeikkinenJohn LindahlMari Pantsar and Emma Papakosta – are independent of the company and its significant shareholders.

Leif Sebbas

(Born in 1962)

Chairman of the Board
Board Member and Chairman of the Board since 2017
Master of Science in Technology, Helsinki University of Technology

Key positions of responsibility
Leif Sebbas is the Chairman of the Boards of Finnmap Infra Oy and PP-Laatta Oy. In addition, he has been a member of the Board of Directors in more than 40 companies.

Work experience
He has previously served as the CEO of Sweco India Pvt. Ltd (2005–2016), as Senior Advisor at Sweco Finland Oy (2004–2016), in management positions at Finnmap Consulting Oy (2012–2014) and as the CEO of Aaro Kohonen Oy (2007–2012).

Hanna-Maria Heikkinen

(Born in 1979)

Board Member since 2019
Master of Science in Economics and Business Administration, Turku School of Economics

Key positions of responsibility
Hanna-Maria Heikkinen is a member of the Board of Directors of Hypo – the Mortage Society of Finland. She has previously been a member of the Board of Directors at Norrhydro Group Plc (2022-2024) and the Chair of the Audit Committee of Nordea Mortgage Bank Plc (2016-2022), a member of the Board and the Audit Committee of Helen Ltd (2015–2019) and the Chair of the Board of the Finnish Investor Relations Society (she was a member of the Board in 2013–2016, serving as the Chair in 2015–2016).

Work experience
Heikkinen works as Wärtsilä’s Vice President, Investor Relations. She has previously worked as the Vice President responsible for Investor Relations for Cargotec Corporation (2016–2021), Valmet Corporation (2013–2016) and YIT (2010–2013). She has also worked at Nordea Markets as an Equity Analyst (2007–2010).

John Lindahl

(Born in 1959)

Board Member since 2019
Master of Science in Technology, Helsinki University of Technology
MBA, University of Jyväskylä

Key positions of responsibility
John Lindahl is the Chairman of the Board of Banmark Oy and the Vice Chairman of the Board of Fintoil Oy and a member of the Boards of the Gösta Serlachius Fine Arts Foundation, Mondi Powerflute Oy and Mondi Dynäs Ab.

Work experience
Lindahl has previously worked as Mondi Group’s Technical Director and member of the Management Team (2011–2019), Pöyry Oyj’s Director responsible for sales and marketing (2000–2011) and UPM-Kymmene Corporation’s Technology Director (1992–2000).

Mari Pantsar

(Born in 1969)

Board Member since 2019
Doctor of Philosophy in Analytical Chemistry, University of Helsinki

Key positions of responsibility
Mari Pantsar serves as a member of the Board of Directors at University of Helsinki, the Lahden teollisuusseura Foundation, Institute for Sustainable Development. She has previously been a member of the Board of Directors at Ahlström Capital Cleantech Management Ky (2010–2019) and Mediatalo ESA Oy (2014–2016). She has also held several positions of responsibility and been a member of the Board of Directors of several cleantech companies.

Work experience
Pantsar has worked as a Director of Sustainability Solutions at Finnish Innovation Fund Sitra in 2014-2022. Her previous work experience includes working as the Strategic Director of the Finnish Government’s Cleantech Business Programme (2012–2013), the Director of the Finnish Cleantech Cluster (2007–2012) and the Manager of Environmental Affairs at UPM-Kymmene Corporation (2000–2007).

Emma Papakosta

(Born in 1984)

Board Member since 2019
University of Applied Sciences degree, Stockholms Internationella Handelsskola

Key positions of responsibility
Emma Papakosta served as a member of Wirba Ab’s Board of Directors (2021-2022).

Work experience
Emma Papakosta has worked since 2022 at NCC Group’s Head of Purchasing Development & Digitalization. She is also a member of the Purchasing management team as well as Development & IT committee. Previously she worked at NCC Group as Head of Purchasing Systems (2016-2022) and in various development and purchasing related roles (2014-2016). 

Management Team

Stefan Nyström

Stefan Nyström

CEO since 2019
Master of Science in Technology,
Helsinki University of Technology

Stefan Nyström (born in 1961) served as Vice President (2017-2018) and the Managing Director of Finnmap Infra Oy (2017-2021). Previously he served as the Managing Director of Pöyry Sweden Ab (2014–2016), the President of Pöyry’s Local Project Service Industry (2010–2014), the Managing Director of Pöyry Civil Oy (2006–2010) and the Managing Director of Aaro Kohonen Oy (2003–2005).

Jasmine Jussila

Jasmine Jussila

Head of Group Communications since 2023
Master of Science in HRM, Oxford Brookes University

Jasmine Jussila (born in 1983) has previously worked as Head of Group Corporate Communications and Global Head of PR at Lumene Oy (2021-2023), Founder & CEO of communications agency Presser Oy (2014-2021), Country Manager and leadership roles at Calcus Kustannus Oy (2011-2014), Communications Specialist, Finland & Baltics at Avon Products Inc (2007-2010). She has also been a Board Member at Academic Women of Helsinki (2013-2014).

Olli Kuusi

Olli Kuusi

General Counsel and Secretary to the Board of Directors since 2020
Master of Laws, University of Helsinki

Olli Kuusi (born in 1988) has previously worked as a Legal Director at Edzcom Oy (2019–2020) and as a lawyer at Terveystalo Plc (2014–2019). Kuusi also serves as Chairman of the Board of Directors at the Association of Industrial Lawyers. In addition, he has served as a member of Nuoret Juristit ry’s Board of Directors (2017–2020).

Teemu Kraus

Teemu Kraus

CFO since 2023
Master of Science in Economics,
University of Tampere

Teemu Kraus (born in 1973) has previously worked as the Director of Finance and Accounting at Citec Group (2021-2023). He has also worked in financial management positions in Maintpartner Group (2018-2020) and Knauf Oy (2010-2017).

Nina Nikander

Nina Nikander

HR Director, since 2020 (Solwers Finland Oy)
Master of Science in Economics and Business Administration, Aalto University

Before taking up her current position, Nina Nikander (born in 1984) worked as the company’s HRD Business Partner (2019–2020). She has previously worked as an HR Specialist at KONE Corporation (2014–2017), as a Recruitment Specialist at Lemminkäinen Oyj (2013–2014) and as an HR Specialist at Rautaruukki Corporation (2012–2013) and at Comptel Oyj (2011–2012).

Code of Conduct (CoC)

Solwers Group is highly aware of the companies’ environmental, social and economic impact. The Group position with respect to these factors is described here. The CoC is supplemented by the Group’s other policies and ethical norms. Each individual working at Solwers, and Group Companies, has to follow the same rules as here stated for the Group.

Values and principles in business

Solwers Group shall conduct its business following its mission, vision and values. All operations are conducted at a high level of ethics, observing the following guidelines:

  • The Group complies with all laws and regulations that apply in the countries in which the Group is active as well as with the Group’s CoC.
  • The Group respects The UN Declaration on Human Rights (www.un.org) and ILO’s core conventions (International Labour Organization) and accepts its responsibility to respect the rights of employees and society to the extent they are affected by the Group’s activities. Additionally, Solwers strives to fulfil the demands in UN’s initiative Global Compact.           
  •  The management of each individual area of Solwers carries responsibility for overseeing violations of this CoC.  Senior managers are responsible for reporting all cases of criminal acts to a member of the Solwers management directly or through the HR-function. Furthermore, the Group has a whistleblowing system where any employee can report violations or irregularities. Gross violations of the guidelines may lead to dismissal.
  • All Solwers Companies shall respect an open dialogue with those who are affected by the company’s business (see also Solwers disclosure policy). 

Employees

Solwers Group strives to be a respected employer, providing a favourable work environment supporting opportunities for the professional and personal development of employees. This policy does not focus on business issues in each company’s human resources function, so what follows can be perceived as minimum requirements.  

  • Wage and working hours should, at the minimum, be in accordance with the national legislation of each respective country, as well as to the standards of the industry.
  • Solwers Group provides all employees with equal opportunities regardless of gender identity or expression, ethnicity, religion or other beliefs, disabilities, sexual orientation, or age. The Group tolerates neither discrimination nor harassment. 
  •  The Group supports the right of employees to form or become members of unions 
  • The work environment shall be safe. Each Group company is responsible to ensure that all work is conducted with the prevention of injuries and illnesses in mind. Written health and safety instructions shall be present in all workplaces within the Group.
  • Each employee is expected to respect the Groups’ assets and not seek personal gain through the use of their position, Solwers property, or business agreements.

Market, customers and suppliers

Solwers Group’s business is based on long-term relationships with customers and business partners. All sales activities and marketing shall be conducted in compliance with relevant laws and regulations.

  • Solwers companies do not participate in corruption, cartels or other unlawful collaboration with competitors, customers or suppliers. In the event any company in the Group is approached with proposals for such collaboration, it must be reported to the company management
  • Solwers Group companies shall not offer or make undue payments or other compensation to any person or any organization for the purpose of inducing such person or organization to act in violation of the law or ethical obligations. They shall not accept any form of undue payment or other compensation, products or services given for the purpose of inducing a Solwers company to act against law or ethical obligations. Employees of Solwers Group may only give or accept gifts or services that follow the general business practice, i.e. can not be regarded as bribes. The Group respects other companies’ assets and protects all the Group’s tangible and intangible assets from loss, theft, encroachment, or abuse.

Cooperation partners

Solwers Group shall strive to ensure that suppliers and partners adhere to the relevant principles of Solwers’ Code of Conduct. The Group shall maintain suitable processes to evaluate and select cooperation partners.

Environment

The environmental impact of Solwers Group is a prioritised issue. Solwers’ Environmental Policy is an expression of the Group’s willingness to assume its part of the responsibility to reduce environmental impact and to contribute towards sustainable development. The environmental work must be well structured, and in cases where it is warranted, adhere to internationally recognized environmental management systems (e.g. ISO 14001).

Community involvement

Each individual company in the Solwers Group shall strive to establish good relations with communities on the local level. The Solwers Group companies are politically independent and shall not financially contribute directly to political parties or candidates.

This policy

Solwers’ Code of Conduct is by standard adopted by the Board of Directors of Solwers PLC once per year. The latest updated edition of the policy will always be available on Solwers’ intranet.  All employees in Solwers Group are responsible for keeping themselves updated on the latest revision of the policy. Familiarity with this CoC shall be part of the introductory training for all newly hired employees.

(Solwers Group = Solwers PLC and all subsidiaries)

Auditor

Solwers’ auditor is the auditing firm Grant Thornton Oy, with Authorized Public Accountant Satu Peltonen as its principal responsible auditor.

Certified Advisor

Solwers’ approved advisor is UB Corporate Finance Oy. The task of the approved adviser is to ensure that the company meets the requirements of the marketplace and the obligations valid at any given time.

UB Corporate Finance Oy

ubs@unitedbankers.fi

Finland: +358 9 25 380 225
Sweden: +358 40 516 1400

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