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.
Articles of Association
Approved by the Annual General Meeting on 25 April 2024.
UNOFFICIAL TRANSLATION
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 General Meeting is held at a place determined by the company’s Board of Directors, which can be in Espoo, Helsinki or Vantaa in addition to the company’s registered domicile. The Board of Directors may decide that the General Meeting is arranged without a meeting venue in a manner
where shareholders exercise their full decision-making powers in real time during the General Meeting using telecommunications and technical means (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
3. the confirmation of the income statement, the balance sheet and the consolidated financial statements;
4. the measures that need to be taken on the basis of the profits or losses on the confirmed balance sheet;
5. discharging the Board members and CEO from liability;
6. the number of members of the Board of Directors;
7. The approval of the remuneration report for governing bodies and, if necessary, the approval of the remuneration policy for governing bodies;
select
8. the members of the Board of Directors
9. the auditor
process
10. 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 company’s Board of Directors has overall responsibility for the administration of the company and the proper organization of its operations. The Board guides and supervises the executive management, appoints and dismisses the CEO, and approves significant decisions regarding the company’s strategy, investments, organization, executive compensation system, and financing.
According to the Articles of Association, Solwers’ Board consists of one to eight members, whose term of office ends at the close of the next Annual General Meeting. The company has an Audit Committee [three (3) members] and a Nomination and Remuneration Committee [three (3) members]. After the Annual General Meeting, the Board appoints the chairpersons and members of the committees. The committees do not have independent decision-making authority; decisions are made by the Board based on the committees’ preparations. The Board has approved written charters for the committees.
Independence
With the exception of Leif Sebbas, all Board members – Hanna-Maria Heikkinen, John Lindahl, Johanna Grönroos and Emma Papakosta – are independent of the company and its significant shareholders.
Leif Sebbas
(Born in 1962, Finnish citizen)
Chairman of the Board, Member of the Audit Committee
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).
Shares: 286,340 shares (with Finnmap Engineering Oy and CEB Invest Oy’s ownership share, the total number of shares is 4,778,393)
Hanna-Maria Heikkinen
(Born in 1979, Finnish citizen)
Board Member since 2019, Member of the Nomination and Remuneration Committee
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, Glamox AS and Glamox Holding AS. 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).
Shares: 5,112
John Lindahl
(Born in 1959, Finnish citizen)
Board Member since 2019, Chair of the Nomination and Remuneration Committee
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.
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).
Shares: 15,000 (with Topix Ab’s indirect ownership share, total shareholding 45,000 shares)
Johanna Grönroos
(Born in 1977, Finnish citizen)
Board Member since 2024, Chair of the Audit Committee
Master of Science in Economics, Turku School of Economics
Key positions of responsibility
Johanna Grönroos serves as the Chair of the Board at CarbonLink Oy and as a Board Member at Lamor Recycling Oy. At the Association of Authorized Public Accountants Grönroos served as the Chairman of the Sustainability Committee (2020-2021), Member of the Publication Committee (2011-2014) and Member of Securities market working group.
Work experience
Most recently Grönroos worked as the Chief Strategy Officer at Lamor Corporation Oy (until November 2024) and previously worked in the same company as the Chief Development Officer (2021-2023). She served as the Leader of Financial Accounting Advisory Services at Ernst & Young (2011-2021), IFRS Specialist/Group Controller at Kesko Oyj (2008-2011) and Auditor at Ernst & Young Oy (2000-2008).
Shares: –
Emma Papakosta
(Born in 1984, Swedish citizen)
Board Member since 2019, Member of the Nomination and Remuneration Committee
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).
Shares: 4,180 (nominee-registered)
Group Executive Management Team
The task of the CEO of the group is to manage the day-to-day operations of Solwers Plc in accordance with the instructions and regulations issued by the Limited Liability Companies Act and the company’s Board of Directors. The CEO also leads country-specific management teams (Finland and Sweden), which include the Managing Directors of the subsidiaries, group executive management and Solwers Finland Oy’s HR Director. The country-specific meetings held once a month focus on monitoring results, current issues, business development, cooperation and administrative matters.
The task of the group’s executive management team is to support Solwers’ CEO in operational planning and management. In addition, the task of the group’s management team is to prepare possible development projects, M&A’s and investments. The members of the management team have extensive authority in their own areas of responsibility, and their task is to develop Solwers’ operations in accordance with the goals set by the Board of Directors and the CEO.
Stefan Nyström 
Group CEO since 2019
Master of Science in Technology, Helsinki University of Technology
Finnish national, born in 1961
Stefan Nyström 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).
Shares: 247,000
Teemu Kraus
CFO since 2023
Master of Science in Economics,
University of Tampere
Finnish national, born in 1973
Teemu Kraus 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).
Shares: 0
Jasmine Jussila
Head of Group Communications since 2023
Master of Science in HRM, Oxford Brookes University
Finnish national, born in 1983
Jasmine Jussila has previously worked as Head of Group Corporate Communications and Global Head of PR at Lumene Oy (2021-2023), Founder & CEO of 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).
Shares: 610 (Indirect ownership, Presser Oy)
Toni Santalahti
General Counsel and Secretary to the Board of Directors (Interim) since 2024
Master of Laws, University of Helsinki
Finnish national, born in 1971
Toni Santalahti has previously worked as a Partner at Prevestor (04/2024-current), General Counsel and Group Compliance Officer (2017-2023) and Head of Legal (2009-2017) at Aspo Plc. He holds a Chair of the Board position at Kiinteistöpalvelu Jyrki Kähkönen Ltd and three housing cooperatives. He also serves as a board member at Olarin Huolto Ltd and Tapiolan Lämpö Ltd.
Shares: 0
Olli Kuusi
General Counsel and Secretary to the Board of Directors since 2020
Master of Laws, University of Helsinki
Finnish national, born in 1988
(On parental and study leave from September 30, 2024 – December 31, 2025)
Olli Kuusi 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).
Shares: 17,360
Solwers Finland Oy
Nina Nikander
HR Director, since 2020 (Solwers Finland Oy)
Master of Science in Economics and Business Administration, Aalto University
Finnish national, born in 1984
Before taking up her current position, Nina Nikander 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).
Insider administration
In its insider administration, Solwers (the “Company”) follows the Market Abuse Regulation (EU No 596/2014) and the rules of Nasdaq Helsinki complemented by the Company’s own Insider Policy. In addition, the Company has drawn up its own insider guidelines, which define operating instructions and rules for the management of insider affairs, the disclosure of insider information, the maintenance of insider lists and the transactions of management personnel. The Company’s Legal Councel acts as the Company’s insider manager and manager of the insider lists. The company has no permanent insiders.
A project-specific insider list is maintained when required by law or regulations. Project-specific insiders are prohibited from trading in the Company’s financial instruments until the termination of the project.
Insider information
Inside information is information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more listed companies or to one or more financial instruments. Such information would, if it were made public, be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.
The Company will publish inside information directly concerning the Company as soon as possible. The Company may delay the disclosure of inside information if all the following conditions are met:
a) immediate disclosure is likely to prejudice the legitimate interests of the listed company;
b) the delay in the disclosure is not likely to mislead the public;
c) the Company is able to ensure the confidentiality of that information.
If one or more of the conditions for delay are no longer met, the Company will disclose inside information as soon as possible.
The Company notifies the Financial Supervisory Authority of the delay of disclosure of inside information immediately after the disclosure of the information, using the notification form prepared by the Financial Supervisory Authority. The notification is sent to the Financial Supervision Authority via a secure e-mail connection.
The delay decision may be made by the Company’s Board of Directors, Chairman of the Board or the CEO.
Closed period
The Company has decided to apply a closed period that starts 30 days prior to the announcement of the interim report or financial statements release and lasts until the day after the announcement of the interim report or financial statements release, as the case may be (the “Closed Window”). The Closed Window shall, however, always include at least 30 calendar days immediately preceding the announcement of the interim report or financial statement release, as the case may be, and the full day of publication of such report. The prohibition is in force during the Closed Window regardless of whether or not such a person holds any inside information at that time.
Persons in managerial positions are prohibited to carry out transactions (on their own account or for the account of a third party), directly or indirectly, in the financial instruments of the Company during a closed period of 30 calendar days before the announcement of each of the interim reports or the year-end report (financial statement release).
Solwers defines other persons than those discharging managerial responsibilities working in the Solwers Group or persons working in outsourced operations who regularly participate in the preparation, preparation or communication of any business reports, half-yearly reports or financial statements release and annual financial statements or receive information about their future content during the preparation or preparation before communication. These persons are also subject to the Trading Restriction.
Managers’ transactions
The members of the Board, the CEO and members of the Group Management Team are the managers of the Company with an obligation to disclose their transactions to the Company and the Financial Supervisory Authority without delay and no later than within three (3) working days from the execution of the transaction (T+3). The Company in turn, shall publish such transactions as company releases without delay and no later than within two (2) working days from the reception of the notification of transaction.
Remuneration
The Annual General Meeting on April 25, 2024 approved the remuneration policy for the governing bodies (link). The decision of the General Meeting is advisory. The first remuneration report in accordance with the Corporate Governance Code will be published in 2025.
Board of Directors’ Compensation
The General Meeting decides on the compensation of the Board of Directors. The Annual General Meeting of the company on April 25, 2024 decided on the following compensation for the Board of Directors:
- The Chairman of the Board will receive 4,000 euros per meeting, and each Board member will receive 2,500 euros per meeting.
- The Chairman of the Audit Committee will receive 1,500 euros per meeting, and each member will receive 1,000 euros per meeting.
- The Chairman of the Nomination and Remuneration Committee will receive 1,000 euros per meeting, and each member will receive 750 euros per meeting.
CEO’s Compensation The compensation of the CEO is determined by the Board of Directors. The CEO’s salary consists of a fixed base salary, short-term and long-term variable compensation, and benefits. The CEO’s fixed base salary is 13,500 euros per month.
The objective of short-term variable compensation is to reward the CEO with 10-30% of the annual fixed base salary, and the maximum bonus can be equivalent to four months’ salary. The compensation is based on the company’s financial performance.
The basis for long-term variable compensation is performance-based share incentive programs, which provide the CEO with the opportunity to receive company shares as long-term incentives. The Board of Directors decides on the granting of long-term incentive rewards annually based on the proposal of the Nomination and Remuneration Committee. The CEO is included in the company’s share incentive program for 2024-2026, with the first measurement period (1 year) based on the company’s EBIT-% margin, and the CEO can earn a maximum of 6,000 company shares gross during the earning period (2024-2026). The CEO is entitled to the same customary benefits as other employees, such as meal and cultural vouchers. The CEO is also paid an additional pension of 8,000 euros per year. The CEO’s notice period is 6 months.
Compensation for the rest of the management team
Upon the CEO’s proposal, the Board’s Nomination and Remuneration Committee approves the compensation for the management team. The CEO determines the compensation for other key personnel in accordance with the Board’s guidelines and remuneration policy. The salaries and fees allocated to the rest of the management team for the fiscal year 2023 are presented in the following table:
Rest of the management team | Euros |
Fixed salaries | 310,398 |
Benefits | 9,700 |
Performance bonus paid in 2023 for the year 2022 | 17,600 |
Total | 337,698 |
Key Personnel Incentive Program
The company’s board established an equity-based incentive program for key personnel on March 19, 2024. The purpose of the program is to align the goals of shareholders and key personnel to increase the company’s value in the long term, engage key personnel with the company, and provide them with a competitive incentive program based on earning and accumulating company shares.
The performance-based share incentive program for 2024-2026 consists of one earning period covering the fiscal years 2024-2026. The earning period includes three measurement periods covering the fiscal years 2024, 2025, and 2026. The criteria for earning in each measurement period are determined annually by the board.
The target group of the program includes over 40 key personnel, including members of the group’s management team, the company’s CEO, and key personnel of subsidiary companies. The target group has the opportunity to earn Solwers Plc shares based on performance. The criteria for earning in the first measurement period are based on EBIT margin. The total estimated value of the rewards to be paid from the program is up to 229,600 Solwers Plc shares, including the cash portion. Any potential rewards earned from the program will be paid during the fiscal year 2027.
The potential rewards will be paid partly in Solwers Plc shares and partly in cash. The cash portion is intended to cover the taxes and statutory social security contributions incurred by the recipients. If the employment or management contract of a key personnel terminates before the payment of the reward, the reward is generally not paid.
Risk management
The company conducts regular and systematic assessments to identify risks in various areas. The Board of Directors continuously evaluates these risks. Planning of control activities is particularly important in order to prevent and detect risks in the company’s operations. The objective of internal control is to create conditions for operations that are clearly defined in terms of requirements and objectives.
The goal of risk management is to protect the company’s assets and shareholders’ investments.
Solwers’ internal control follows an established operating model, which consists of the following areas: shared values, corporate culture, rules and practices, communication and monitoring, and the way business is organized.
Solwers’ risks are described in the company prospectus published on June 3, 2021.
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
Finland: +358 9 25 380 225
Sweden: +358 40 516 1400
