The administration and management of Avidly Plc complies with Finnish law, Avidly Plc’s (“the Company”) Articles of Association, and the rules of the Nasdaq First North marketplace maintained by the Helsinki Stock Exchange.
The Company’s principles of governance are maintained on its website. All Company notices, financial statements and interim reports are also available on the Company’s website.
The Shareholders General Meeting is the Company’s highest governing body. The Annual General Meeting is held once a year. Shareholders exercise their decision-making powers in the Company’s affairs in the Shareholders General Meeting. The General Meeting handles matters provided for in the Limited Liability Companies Act and in the Articles of Association, from deciding on the distribution of dividends to amending the Articles of Association. The General Meeting elects the Board of Directors and the auditors and decides on their remuneration. An Extraordinary General Meeting is called when necessary.
According to the Finnish Limited Liability Companies Act, a shareholder has the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting, if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice.
The notice of the General Meeting must be published on the Company’s website and, in other respects, as provided in the Limited Liability Companies Act with regard to notices of meetings. The Board of Directors may also decide to publish the notice in some other manner.
A shareholder must inform the Company’s Board of Directors of their participation in the General Meeting no later than on the date specified by the Board of Directors, which may not be earlier than ten days prior to the General Meeting. Information on an obligation to register will be given in the notice of the meeting.
Further information: Articles of Association
Further information: Authorisations
BOARD OF DIRECTORS
According to the Articles of Association, the Board of Directors may be composed of three to nine members. The term of Board members begins at the closing of the General Meeting and continues until the next Annual General Meeting. The duties and responsibilities of the Company’s Board are determined on the basis of the Limited Liability Companies Act and other applicable legislation.
The Board of Directors sees to the Company’s administration and the appropriate organisation of its operations, and handles and makes decisions on all of the most significant matters pertaining to the Company’s operations. The Board appoints and discharges the Company’s Chief Executive Officer and confirms the appointment of the Management Team pursuant to the CEO’s proposal. The CEO is not a member of the Board of Directors.
The Board convenes at the invitation of its Chair, as often as the Company’s affairs require it. The Board has quorum when more than half of its members are present in a meeting. Matters are decided according to the majority opinion, if necessary by vote. When the votes are tied, the Chair has the casting vote. When the votes are tied and the Chair is absent from the vote, the election is decided by drawing lots.
The Annual General Meeting of 1 April 2019 confirmed the number of members of the Board at five. Avidly Plc’s Board of Directors is chaired by Jari Tuovinen.
Further information: Board of Directors
Further information: Board of Directors’ charter
The CEO appointed by the Board of Directors sees to the daily administration of the Company as provided in the Limited Liability Companies Act and the instructions and orders given by the Board. The CEO ensures the legality of the Company’s accounting and the reliable organisation of asset management. The CEO participates in Board meetings as a presenter and chairs the Management Team.
Mikko Marttinen has been Avidly Plc’s interim CEO as of 6 August 2019.
Further information: Management Team
The principal duty of Avidly Plc’s Management Team is to assist the CEO in operative management. The duties of the Management Team include the Group’s strategic planning and finance, decision-making in sales and significant business transactions as well as the development of the Company’s internal cooperation.
The members of the Management Team report to the CEO. The Management Team convenes regularly, at least quarterly. In addition, the Management Team holds extra meetings for the purpose of strategic planning.
The Group’s Management Team is currently composed of five members, including the CEO.
Further information: Management Team