The headquarters of BaseN Corporation ("the Company") is located in Helsinki, Finland. The Company has its registered domicile in Espoo, Finland.
The Company is a Finnish limited liability company, whose corporate governance is based on Finnish laws and the Shareholders` Agreement dated April 26, 2005 (as amended) entered into by and between the shareholders of the Company and the Company ("the Shareholders` Agreement") and the Company`s Articles of Association ("Articles").
Corporate governance means the system by which companies are directed and controlled.
The corporate governance structure specifies the distribution of rights and responsibilities, and spells out the rules and procedures for making decisions. By doing this, it also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance.
Following is a summary of how corporate governance is implemented in the Company.
The Company is an international technology company with headquarters in Finland and operating around the globe.
The Company provides massive data collection, computing and presentation as a real time service.
Key customers comprise of global enterprises, telecom operators and energy utilities.
In order to achieve its targets, the Company adheres to the following Core Values:
(i) No Nonsense
Way of operating, externally and internally
Our attitude towards our customers - and how to reward us
Feature present in our technology, people and services
Our way of life
LEGAL AND OPERATIONAL FRAMEWORK
The BaseN group comprises of the Company, its subsidiaries BaseN North America Inc. and BaseN Netherlands B.V.
The administrative bodies of the Company are responsible for the operations of the Company. The bodies comprise of the General Meeting, the Board of Directors, and the President and Chief Executive Officer ("CEO"). The CEO is assisted by the BaseN Management Team.
The General Meeting of the Shareholders ("the Meeting") is the highest decision-making body of the Company. At the Meeting the shareholders exercise their right of supervision and control of the Company.
The Meeting is convened by the company?s Board of Directors. The Annual Meeting is summoned by the end of June each financial year. Extraordinary Meetings may be summoned when necessary.
Every shareholder has the right to participate in a Meeting. The Meeting makes decisions on matters that fall within its competence by virtue of law and the matters set out in the Shareholders` Agreement and the Articles. For example the Meeting appoints the Company?s Board of Directors and decides on the remuneration of its members, adopts the financial statements and decides on the distribution of profits.
The notice of the Meeting shall indicate the name of the Company, the date, time and venue of the Meeting, as well as the matters to be dealt with by the Meeting.
The agenda and the notice of the Meeting are mailed to the stockholders in a letter, telefax or email at the address or number appearing on the stockholders` register, no sooner than four (4) weeks and no later than seven (7) days prior to the Meeting. The Meeting may decide only matters that have been mentioned in the notice of the Meeting or that under the Articles are to be dealt with by the Meeting.
BOARD OF DIRECTORS
The Board of Directors ("the Board") is responsible for the administration of the Company and for the appropriate management of the Company?s business as set forth in the Shareholders` Agreement, the Articles and any applicable company laws and regulations. The Board is also responsible for the appropriate arrangement of the control of the Company?s accounts and the administration of its finances.
The Board shall decide on the appointment and dismissal of the CEO and other senior management.
The Board guides and supervises the CEO.
Two members of the Board together or the Chairman of the Board ("the Chairman") alone represent the Company and shall sign Company?s name.
Each Board member shall make all reasonable efforts to attend (either in person or by phone) each meeting of the Board. The Board shall have a quorum when more than half the members of the Board are present.
The Meeting elects the Board. According to the Articles the Board shall have a minimum of one (1) and the maximum of five (5) members. If there are fewer than three members, there shall be at least one deputy member of the Board. The term shall end with the conclusion of the Annual Meeting following the appointment of the member.
The Board shall nominate the Chairman from among its members. The CEO, if he is not a member of the Board, shall always have the right to participate in the meetings of the Board.
The CEO, Chairman and each member of the Board have the right to call a meeting of the Board. Any meeting of the Board shall be called by registered mail, fax or e-mail or otherwise verifiably at no less than seven (7) days` notice. The Chairman or the CEO shall prepare the agenda without undue delay. Any matter raised by a member of the Board within the competence of the Board shall be included in the agenda. The procedure for the ordinary meetings of the Board is governed by the law. When all Board members unanimously agree, a meeting of the Board shall not be required to convene and the provisions on notice to convene a meeting do not apply. For example, if there is an urgent matter to be dealt with, the Board may make decisions e.g. during a telephone conference or by exchanging e-mails. If the Board makes a decision without holding a meeting, the decision must be documented in minutes and signed by all members of the Board.
The Board shall appoint a secretary ("the Secretary") who shall keep written minutes of the Board meetings ("the Minutes"). As soon as practicable after each meeting of the Board each member of the Board shall be provided with a copy of the minutes of such meeting.
The Board of Directors shall have at least six (6) meetings annually.
In order to perform its duties, the Board:
- Decides on the Company strategy and confirms business unit strategies
- Decides on the structure and organization of the Company
- Reviews and approves the consolidated financial statement and the annual report
- Confirms the annual business plan, forecast and possible investment plan
- Decides on individual investments, business acquisitions or divestments, business arrangements, contingent liabilities, and financial arrangements of significant strategic or financial importance
- Prepares proposals for Meetings
- Approves the Company`s risk management principles
- Appoints and dismisses the CEO, and decides on the terms of his/her employment
- Decides on the Company`s incentive schemes
PRESIDENT and CEO
The Company has a CEO (in Finnish "Toimitusjohtaja"). The Board appoints and dismisses the CEO.
The CEO is responsible of the day-to-day management of the Company in accordance with the instructions and orders given by the Board.
The CEO may undertake measures that are unusual or extensive in view of the scope and nature of the activities of the Company only if so authorized by the Board.
The CEO shall ensure that the accounts of the Company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.
The CEO represents the Company and shall sign Company`s name in matters which fall within the duties of the CEO.
The Company has a deputy CEO ("Deputy", in Finnish "Toimitusjohtajan sijainen"). The Deputy has rights to represent the Company in accordance with company law. The Deputy is entitled to use and have the same powers as the CEO only if, and for the duration which, the CEO is prevented from acting on behalf of the Company.
The Deputy follows the instructions given by the CEO and the Deputy must inform the CEO of actions taken when the Deputy has acted in place of the CEO.
CONFLICTS OF INTEREST
The Board members and the CEO shall avoid entering into any situation in which their personal or financial interest may conflict with the interests of the Company. Where any such potential conflict may arise, the Board member or the CEO shall declare that interest to the Chairman (or in the case of the Chairman to the CEO) and seek that individual`s approval as to how to avoid the conflict. The Board members shall refrain from voting on any transaction in which they have a personal or financial interest and should consider leaving the meeting while such a matter is being discussed.
If a Board member or the CEO intends to assume a new board position, he shall inform the Board.
The corporate governance of the foreign subsidiaries and the power to represent the subsidiaries are governed by the laws applicable to the local company. To the extent not contradictory to those laws, these corporate governance guidelines shall be observed in the subsidiaries of the Company.
The wholly owned subsidiary BaseN North America Inc. is represented by the chairman of its Board of Directors or two board members jointly.
The wholly owned subsidiary BaseN Netherlands B.V. is represented by the directors of that company each alone.
The Meeting shall appoint an authorized accounting firm to act as the auditor for the Company.
The term of the auditor of the company ends when the auditor resigns or is dismissed by the Meeting.
The main scope of the statutory auditing is to verify that financial statements and the annual report issued for each fiscal year provide accurate and sufficient information on the Company?s financial performance and status. The auditor also assesses the lawfulness of the Company?s management. The Company?s fiscal year matches with the calendar year.
The auditor provides the shareholders of the Company with an independent written report on how the Company?s accounts, financial statement and administration have been managed.
The Company?s auditor is currently PricewaterhouseCoopers Oy. The principal auditor is Jyri Heikkinen, Authorized public accountant.
The Company has no internal auditing organization, which the auditor takes into account when planning and implementing the scope and contents of the statutory annual audit.
DECISION-MAKING IN CERTAIN SITUATIONS
The CEO may undertake measures that are unusual or extensive in respect to the scope and nature the activities of the company only if so authorized by the Board or if it is not possible to wait for a decision of the Board without causing essential harm to the business operations of the Company.
In the latter case, the Board shall be notified of the measures as soon as possible.
If the CEO is prevented from attending to his duties and certain action is needed without delay the Deputy shall have right to decide and represent the Company. Such an extraordinary decision-making situation shall be confirmed by the Deputy and one member of the management team and such confirmation shall be notified to the Chairman without delay.
If the CEO and the Deputy both were prevented from performing their duties or not reachable by telephone in twelve hours and certain action is needed without delay the following persons shall have the right to decide and represent the company in the following order (depending on their availability so that if the person in higher rank in this list is not available the next will be authorized):
1) Chief Operating Officer (currently Kaj Niemi, acting)
2) Chief Engineer (currently Kaj Niemi)
3) General Counsel (currently Annakaisa Pohjola, LL.D.)
Such an extraordinary decision making situation shall be confirmed by two members of the management team and such confirmation shall be notified to the Chairman without delay.
Should both the CEO and his Deputy be prevented from performing their duties, the Board may, by virtue of the Finnish Limited Liability Companies Act, Chapter 6 Section 7, in individual cases make a decision in a matter falling within the general competence of the CEO.
RISK MANAGEMENT AND INTERNAL CONTROL
Business administration within the Company follows the aforementioned corporate governance system. The company employs reporting systems to ensure efficient monitoring of its operations.
The Company?s financial development is assessed on a monthly basis by means of an operative reporting system that covers the Company and its subsidiaries. Business risk assessment is part of the normal daily work of the Board and management team. Responsibility for the practical implementation of risk management lies with the CEO. Each executive must be aware of the risks affecting his or her business unit and the implications of those risks, and must hedge against them.
REVISIONS TO CORPORATE GOVERNANCE PRINCIPLES
These Corporate governance principles have been approved by the Board on November 21, 2011 and will be revised when necessary.