Corporate governance

Corporate Governance > Articles of association

Articles of association

1 § COMPANY NAME

The company's name is Talenom Oyj, Talenom Plc in English.

2 § COMPANY DOMICILE

The company is domiciled in Oulu.

3 § COMPANY INDUSTRY

The company’s industry is to itself and through its subsidiaries carry out accounting, building management, business consulting, business brokerage, insurance brokerage and auditing services, financing operations, and supplying financing and other services and products, payment service activities as defined in the act on payment services, selling and supplying services and goods, as well as IT, archiving and archive destruction services and related consulting and leasing activities. The company can own and manage fixed assets, shares and securities, as well as trade in these, and offer consulting services to the Group’s subsidiaries related to the strategy, business management, financing, financial administration, HR management or other business areas.

4 § COMPANY BOARD

The Company has a Board of Directors consisting of at least four (4) and at most eight (8) regular members. The term of the Board of Directors ends at the close of the next Annual General Meeting after the election.

5 § COMPANY REPRESENTATION

Apart from the Board of Directors, the Company is represented by the Chairman of the Board of Directors and the CEO both individually and by two members of the Board of Directors jointly. The Board of Directors can also issue a power of procuration or the right to represent the company to a named individual.

6 § AUDITING

An auditor that is an auditing firm approved by the Central Chamber of Commerce is selected for the Company. The term of the auditor ends at the close of the next Annual General Meeting after the election.

7 § INVITATION TO THE ANNUAL GENERAL MEETING

The invitation to the Annual General Meeting must be verifiably delivered to the shareholders in writing at the earliest two months and at the latest one week before the Annual General Meeting to the address registered in the Register of Shareholders.

After the company’s shares have been linked to the book-entry system the invitation to the Annual General Meeting is published on the Company's website at the earliest two (2) months and at the latest 21 days before the meeting, however, always at least nine (9) days before the matching date of the Annual General Meeting defined in the Limited Liability Companies Act.

In order to exercise their rights to vote and speak at the Annual General Meeting a shareholder must register in advance in the manner mentioned in the invitation to the meeting and by the date mentioned in the meeting that can at the earliest be ten (10) days before the day of the meeting.

In addition to the domicile of the Company, Shareholders’ Meetings can also be held in Helsinki.

8 § ANNUAL GENERAL MEETING

The Annual General Meeting must be held every year on a day set by the Board of Directors within six months after the fiscal year ends.

The Annual General Meeting must present:

  • the Financial Statements, comprising the Income Statement, Balance Sheet and Annual Report;

  • the Auditors’ Report;

The Annual General Meeting must decide on:

  • approval of the Income Statement and Balance Sheet;

  • dispositions arising from the profit or loss shown on the approved Balance Sheet;

  • whether to release the members of the Board of Directors and the Managing Director from all personal liability;

  • the number of members of the Board of Directors and their fees;

  • auditor’s fees;

The Annual General Meeting must select:

  • the members of the Board of Directors;

  • the auditor.

9 § ACCOUNTING PERIOD

The accounting period of the company is from 1 January to 31 December.

10 § BOOK-ENTRY SYSTEM

The Company’s shares are covered by the book-entry system after the registration period determined by the Board of Directors.