Fellow Bank’s decision-making, administration and operations are guided by the company’s values and internal operating principles. In its corporate governance, Fellow Bank complies with the company’s Articles of Association, the Finnish Limited Liability Companies Act, the Securities Markets Act, the regulations and guidelines of the Financial Supervisory Authority and the Rules of Nasdaq Helsinki Ltd (Helsinki Stock Exchange), as well as other legislation and regulations regarding the corporate governance of a public limited company.
Fellow Bank also complies with the relevant parts of the Corporate Governance Code for Finnish listed companies issued by the Securities Market Association. The code can be viewed on the internet at www.cgfinland.fi/en/.
The highest decision-making power in Fellow Bank is exercised by shareholders at general meetings where they participate in the supervision and control of the company. General meetings are held at least once a year. In addition to the general meeting, Fellow Bank’s corporate governance model consists of the Board of Directors and the CEO. The Group’s Management Team assists the CEO in the operative management of the company.
Fellow Bank’s Board of Directors is primarily responsible for the Fellow Bank Group’s risk management. The Board of Directors confirms the principles and responsibilities of risk management, the risk limits of the Group and other general guidelines according to which the risk management and internal control are organised.
Fellow Bank publishes a Corporate Governance Statement every year.
Corporate Governance Statements by Fellow Finance and Evli Bank are located here.
The integrity and professional competence of Fellow Bank’s Board of Directors, the CEO, Deputy CEO and other members of Fellow Bank’s management is established in accordance with the applicable regulations both before appointment and regularly thereafter. The procedure which, in addition to assurances given on suitability and trustworthiness, includes certain investigations undertaken by the Bank, is intended to ensure that the members of Fellow Banks most senior decision-making bodies always meet the highest demands set for independent management and for the impeccable management of personal financial affairs.
1 Company’s business name and domicile
The company’s business name is Fellow Pankki Oyj in Finnish, Fellow Bank Abp in Swedish and Fellow Bank Plc in English.
The company is domiciled in Helsinki.
2 Line of business
The company engages in activities permissible to a deposit bank as a commercial bank as defined in the Act on Credit Institutions. As the Group’s parent company, the company is responsible for the management, control and risk management of the Group and provides Group services to its subsidiaries.
3 Board of Directors and Chairman of the Board
The company’s Board of Directors shall consist of at least four (4) and at most eight (8) regular members whose term shall expire at the close of the Annual General Meeting that follows their election. If the General Meeting that decides on the election of the Board of Directors does not elect the Chairman and Deputy Chairman of the Board of Directors, the Board of Directors will initially elect a chairman and deputy chairman from among its membership at the next meeting.
The company has a CEO and a Deputy CEO elected by the Board of Directors.
5 Representing the company
The company is represented by the members of the Board and the CEO two together.
The Board of Directors may grant a nominee a procuration or right to represent the company together with a member of the Board, the CEO or another person entitled to represent the company.
6 Financial year
The company’s financial year shall be the calendar year.
The company has one auditor who must be an audit firm approved by the Finnish Patent and Registration Office, and the principally responsible auditor must be an Authorised Public Accountant.
The auditor’s term ends at the close of the Annual General Meeting following the election of the auditor.
8 Notice of the general meeting
A notice of the general meeting shall be published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the general meeting, however, no later than nine (9) days before the record date of the general meeting.
9 Registration to attend
In order to be able to participate in the general meeting, shareholders must notify the company of this no later than on the date specified on the notice of the general meeting, which may be no earlier than ten days before the general meeting.
10 Annual General Meeting
The Annual General Meeting shall be held annually on a date determined by the Board of Directors, and no later than six months after the end of the financial year.
The Annual General Meeting shall decide on:
1. the adoption of the financial statements and consolidated financial statements
2. the use of the profit shown in the balance sheet
3. discharging the Board members, the CEO and the Deputy CEO from liability
4. the number of members of the Board, their remuneration and their election
5. the appointment and fees of the auditor
6. the approval of remuneration policy, if necessary
7. the approval of the remuneration report
8. other matters to be discussed at the meeting according to the notice to the meeting.
11 Book-entry system
The company’s shares are registered in the book-entry system.
Fellow Bank’s highest decision-making power is exercised by the shareholders at the General Meeting and it meets regularly at least once a year. The Annual General Meeting is held upon completion of the company’s financial statements, at a place and on a date designated by the Board of Directors. The date must be no later than the end of June. An Extraordinary General Meeting will be convened if necessary.
Matters within the decision-making power of the general meeting
The general meeting discusses matters according to the Articles of Association and the Limited Liability Companies Act. The Annual General Meeting decides on matters such as:
The general meeting also elects the members of the Board of Directors and the auditor. The general meeting also discusses other matters and presents the company’s financial statements, the Board of Directors’ report and auditor’s report.
Convening and documentation
The notice of the general meeting and the documents related to the general meeting are published on Fellow Bank’s website and as a stock exchange release no earlier than three (3) months before the record date of the general meeting, and no later than three (3) weeks before the general meeting, however, no later than nine (9) days before the record date of the general meeting. The Board of Directors may also decide to announce the general meeting in one or more newspapers.
The minutes of the general meeting and any voting results and appendices related to the decisions of the general meeting will be published on the company’s website for the shareholders to view within two weeks of the general meeting.
The Board of Directors of Fellow Bank Plc is responsible for the company’s administration and appropriate organisation of operations. The Board of Directors confirms the principles concerning the company's strategy, organisation, accounting and asset management control, and appoints the company’s CEO. The Board has approved a written charter, which defines the matters to be dealt with by the Board.
Under the Articles of Association, the Board of Directors of Fellow Bank Plc consists of 4–8 members. The general meeting decides on the number of members and elects the members from among representatives of major shareholders and external independent experts who have varied experience in business and the sector. The members of the Board of Directors are elected for one year at a time.
The Board has established an Audit Committee and Personnel Committee to prepare matters to be handled by the Board. The committees have no independent decision-making power; instead, decisions are made by the Board on the basis of recommendations and information supplied by the committees. The committees make regular reports on their activities to the Board. The Board has approved written charters for the committees that provide more detailed guidance on their work.
The Audit Committee is responsible for assisting the Board of Directors in ensuring that the company has an adequate internal control system covering all operations and that the company’s risk management has been arranged appropriately, and it also monitors the financial statements reporting process.
The members of the Audit Committee are Jorma Pirinen, Tero Weckroth and Teuvo Salminen as the Chairman.
The Personnel Committee, which also acts as the Compensation Committee, is responsible for assisting the company's Board in the preparation of matters related to the terms of employment and remuneration of management and employees. The Personnel Committee monitors and assesses the company’s wellbeing at work, personnel satisfaction and development.
The members of the Personnel Committee are Lea Keinänen, Kai Myllyneva and Markku Pohjola as the Chairman.
Shareholdings by the Board of Directors on 1 August 2022
|CONVESTIA OY (KAI MYLLYNEVA)||432 000||0.48|
|WETROCK CAPITAL & CONSULTING OY (TERO WECKROTH)||375 000||0.42|
|KEINÄNEN LEA ORVOKKI||163 560||0.18|
|SALMINEN TEUVO AULIS||70 000||0.08|
The CEO of Fellow Bank is in charge of the day-to-day management of the company in accordance with the instructions and orders issued by the Board of Directors. The Group’s Management Team assists the CEO in the operative management of the company. Fellow Bank’s Board appoints the company’s CEO and decides on the terms of the employment relationship. The Board also confirms the members of the Management Team based on the CEO’s proposal.
The CEO’s duties include the management and supervision of the Group’s business, preparation of matters to be handled by the Board, and implementation of the Board’s decisions. In accordance with the Limited Liability Companies Act, the CEO is responsible for ensuring that the company’s accounting practices are in compliance with the law and that the financial matters are organised in a reliable manner.
The Management Team assists the CEO in business development and operational management. The company’s Board also confirms the members of the Management Team based on the CEO’s proposal.
Shareholdings by the Management Team on 1 August 2022
|TN VENTURES OY (TEEMU NYHOLM)||5 497 354||6.22|
|AIRIKKALA ANTONI ERKKI PERTTI||336 073||0.38|
Fellow Bank’s values and its policy of transparent and appropriate communications support the company’s operational integrity and high ethical standards. The company’s organisational structure, clearly established responsibilities and authorisations, and its competent personnel support the planning, execution, control, and monitoring of business operations in a manner that facilitates the achievement of set targets.
Risk management refers to actions aimed at systematically surveying, identifying, analysing and preventing risks. The objective of risk management is to:
Fellow Bank defines risk as an event or series of events that jeopardise the company’s income generation over the short or long term.
Fellow Bank’s Board of Directors is primarily responsible for the Fellow Bank Group’s risk management. Fellow Bank’s Board of Directors confirms the principles and responsibilities of risk management, the risk limits of the Group and other general guidelines according to which the risk management and internal audit are organised. The Board has also set up a credit and risk control committee that briefs the Board on risk-taking proposals.
In addition to the general principles of risk management, the Fellow Bank Group’s risk management is founded on the principle of three lines of defence.
Lines of defence for internal control and risk management
First line of defence – Business units
Risk management is a part of internal control, and therefore the responsibility for executing risk management measures lies first with the business units, as the first line of defence. The managers of the business units are responsible for ensuring that risk management is at a sufficient level in each respective unit. The task of business units is to:
Second line of defence – Risk Management and Compliance functions
The second line of defence comprises the independent Risk Management and Compliance functions whose primary task is to develop, maintain and oversee the general principles and framework of risk management.
The Risk Management function oversees daily operations and compliance with the risk limits granted to the business units, as well as compliance with risk-taking policies and guidelines. Risk Management reports on the Fellow Bank Group’s overall risk position to the Board and the Management Team each month.
The Compliance function is responsible for ensuring compliance with the rules in all of the Fellow Bank Group’s operations by supporting operating management and the business units in applying the provisions of the law, the official regulations and internal guidelines, and in identifying, managing and reporting on any risks of insufficient compliance with the rules in accordance with the separate compliance policy and monitoring plan confirmed by Fellow Bank’s Board of Directors. The Compliance function reports regularly via the Audit Committee to Fellow Bank’s Board and also to the operating management.
Third line of defence – Internal audit
The third line of defence is internal audit. The internal audit is a support function for the Board of Directors and senior management that is independent of the business functions. It is administratively subordinate to the CEO and reports to the CEO and, via the Audit Committee, to the Board of Fellow Bank.
The internal audit assesses the functioning of the Fellow Bank Group’s internal control system, the appropriateness and efficiency of the functions and compliance with instructions. It does this by means of inspections that are based on the internal audit action plan adopted annually by the Audit Committee of the Board of Fellow Bank.
Internal audit follows not only the internal audit guidelines, but also the internationally acknowledged framework of professional practices (The Institute of Internal Auditors) and corresponding guidelines on information systems audit standards (The Information Systems Audit and Control Association).
The company has one auditor who must be an audit firm approved by the Finnish Patent and Registration Office, and the principally responsible auditor must be an Authorised Public Accountant. The auditor’s term ends at the close of the Annual General Meeting following the election of the auditor.
The Extraordinary General Meeting held on 22 December 2021 elected PricewaterhouseCoopers Oy as the auditor, with Jukka Paunonen as the principally responsible auditor.
The auditor issues the company’s shareholders with a statutory auditor’s report in connection with the company’s annual financial statements. The purpose of the audit is to ensure that Fellow Bank's financial statements and Board of Directors’ report provide true and fair information on the company's financial results and financial position. The audit also includes auditing the accounting and administration of Fellow Bank. The statutory auditor’s report is sent to shareholders in connection with the company's financial statements. The auditors report their observations regularly to the Audit Committee and at least once a year to the Board of Directors.
In 2021, the audit firms were paid fees totalling EUR 1.3 million. The fees for auditing came to EUR 0.6 million and the non-audit advisory service fees came to EUR 0.7 million. The company also occasionally purchases consultancy services from the audit firm. The independence of this work from auditing is assessed by the Board.
Remuneration policy and remuneration reports for the governing bodies
The remuneration principles for Fellow Bank's governing bodies, i.e. the Board of Directors, the CEO and the Deputy CEO, are defined in the remuneration policy approved by the Annual General Meeting in 2020.
Every year, Fellow Bank publishes a separate remuneration report for governing bodies, which describes remuneration in more detail.
Fellow Bank’s remuneration model
The remuneration model of Fellow Bank Plc describes the company's remuneration practices. The objective of the model is to support the implementation of the company's strategy and to promote its competitiveness and the long-term financial performance. A further aim is to contribute to a positive trend in shareholder value and to commit the company’s employees to the company’s objectives in the long run. The remuneration model consists of fixed salaries and other fees and variable remuneration, including a long-term incentive programme for key employees, and short-term remuneration systems.
Decision-making relating to remuneration
The Personnel Committee, appointed by the Board of Directors from among its membership, together with the management, draws up a remuneration model based on the objectives set by the Board of Directors, which defines the Fellow Bank's variable remuneration. The Board of Directors discusses and approves the remuneration model annually. The Board also decides on long-term incentive programmes and share-based incentives.
The remuneration model is subject to applicable remuneration legislation and regulatory guidelines. The functioning of the remuneration model and its results are monitored by the Personnel Committee. The Personnel Committee also monitors compliance with the remuneration model and the remuneration of the company's risk takers and those in charge of risk monitoring and other monitoring duties. The company's internal audit function conducts an annual audit of remuneration.
Fellow Bank Plc’s general meeting decides on the remuneration of the members of the Board of Directors, and the major shareholders are responsible for preparing the proposal regarding the remuneration.
The principles and elements of the remuneration of the CEO and the Management Team are confirmed by the Board of Directors of Fellow Bank. The Board's Personnel Committee prepares proposals on matters related to remuneration for decision-making by the Board. All changes to the CEO's salary and remuneration are subject to approval by the Board of Directors.
Key principles of remuneration
Fixed salaries and fees
Fixed salaries play an important role in the company. By aiming to offer its employees a competitive pay level, the company ensures that it continues to be staffed by a skilled workforce. Fixed salaries rise either on the basis of increases in accordance with collective bargaining or on the basis of a personal increment made by the employee’s supervisor. The Group does not have other substantial fringe benefits.
Fellow Bank’s remuneration model covers the Group’s entire staff. The objective of remuneration is to support the implementation of the company’s strategy as well as to promote its competitiveness and long-term financial performance. Remuneration in accordance with the remuneration model is tied to the financial performance of the entire Group, compliance with the company's operating principles and guidelines, and ensuring capital adequacy. The remuneration model also takes sustainability risks into account when evaluating performance on the individual and team level and discourages unhealthy risk-taking.
Remuneration in accordance with the remuneration model is always conditional based on the Board of Directors’ discretion. If deemed pertinent, the company may, by a decision of the Board of Directors, decide not to pay the variable bonus, in whole or in part. The company shall also always have the right to claw back a variable bonus already paid if, after such payment, it becomes apparent that the person receiving the bonus has endangered the financial position of the company, violated the company's operating principles and practices, or contributed to such conduct through neglect.
Fellow Bank’s remuneration model contains limitations that are there to ensure that a variable salary component is not paid if the Group’s profit performance is not favourable. The basis for remuneration is a result which is strong enough to ensure that the company’s capital adequacy is not affected by the variable remuneration. The remuneration model also contains limitations to ensure that the ratio of variable remuneration to fixed salaries is never able to increase to a level that would encourage unhealthy risk-taking. For each individual, the share of the variable pay component must not exceed 100 per cent of the total fixed salary element, unless the Annual General Meeting decides otherwise.
Fellow Bank Plc complies with EU legislation, including the Market Abuse Regulation (MAR), Finnish legislation, Nasdaq Helsinki Ltd’s guidelines, and other relevant regulations and guidelines. These have been supplemented by the company's own disclosure policy approved by the Board of Directors.
Fellow Bank's disclosure policy describes the key principles that the company follows in its investor communications and financial reporting, and in its communications with its shareholders and other capital market parties, the media and other stakeholders. This is a summary of the main points of the disclosure policy.
Objectives and key principles
The purpose of Fellow Bank's disclosure policy is to ensure that all market participants have at their disposal at the same time and without delay coherent, relevant and sufficient information on factors affecting the value of a Fellow Bank’s share. All communications are also based on the values of Fellow Bank and the company's own governance principles.
When disclosing information to the market, Fellow Bank complies with the following principles:
Fellow Bank prepares its regularly published financial reports in accordance with the IFRS standards. Fellow Bank reports on the Group level. Fellow Bank regularly reports about the company’s financial performance, development of profitability, balance sheet status and financial status and outlook on the operational performance of its businesses. This information is mainly published in the financial statements bulletin and half-year report. Fellow Bank also publishes the financial statements, the Board of Directors’ report and the auditor’s report, the corporate governance statement and a remuneration statement that can be combined with the company’s annual report.
The annual report will be published annually no later than three weeks before the Annual General Meeting. The audited consolidated financial statements are available on Fellow Bank’s website www.fellowbank.com no later than three weeks before the Annual General Meeting.
Fellow Bank publishes its financial reports according to a timetable announced in advance. The publication dates for the financial year are published before the beginning of each financial year.
Financial targets and performance guidance
In connection with the strategy process, the Board of Directors of Fellow Bank determines the company's financial targets and assesses the need for changes. Changes in financial targets are notified with stock exchange releases or in conjunction with interim reports.
Fellow Bank reports about its outlook by giving an annual estimate of probable future developments in the Board of Directors’ report, which is announced with a stock exchange release. Fellow Bank also evaluates its future development in interim reports and financial statements bulletins. Because of the poor predictability of the financial markets, the company does not give detailed earnings forecasts, but strives to provide a general picture of the future outlook to the best of its ability.
Fellow Bank will publish a profit warning without delay if the company is of the opinion that its financial position and/or future outlook will diverge substantially, either positively or negatively, from information published by the company earlier, and such a divergence may have a material effect on the value of the company’s share.
Financial reports published regularly are always preceded by a silent period that starts 30 days before the date of publication of the next financial report. During this period, Fellow Bank does not provide any comments on the company’s financial status, markets, or future outlook. During the silent period, the representatives of the Group’s senior management do not meet investors, analysts, or other market operators, and do not give interviews regarding the company’s financial status. The dates of the profit reporting and silent periods are published in the investor calendar on Fellow Bank’s website.
If an event during the silent period requires immediate publication, Fellow Bank will publish the information without delay in accordance with regulations regarding the disclosure obligation, and may comment on the event in question.
Distribution channels and availability of information
Fellow Bank’s main distribution channel for investor information is the company’s website www.fellowbank.com, which is equally available to all investors. The purpose of the website’s investors section is to distribute correct and up-to-date information on Fellow Bank as an investment, and it is divided into several subsections. The investors section contains information intended for shareholders and analysts about the company’s shares, financial performance, ownership and administration, and other materials for investors. The company also publishes the information it uses at investor and analyst meetings on its website.
Fellow Bank's stock exchange releases are published through an information distribution service (which requires distribution in Nasdaq Helsinki and the main media, for example) and on the company's website www.fellowbank.com. The company’s press releases are published in an information distribution service and on the company's website. Releases are available on the company's website for at least five years, and financial and other reports are subject to a regular disclosure obligation for at least ten years.
Fellow Bank’s official reporting language is Finnish. All releases and financial reports that fall within the scope of the disclosure obligation are also published in English.
Deviation from the disclosure policy
Within the framework of applicable laws and regulations, the company is entitled, under special circumstances, for weighty reasons, to deviate from the disclosure policy, in which case the company’s CEO will decide on the deviation.
The related parties of Fellow Bank Plc are defined in accordance with the international accounting standard IAS 24. Related parties include the company's subsidiaries, members of the parent company's Board of Directors and Management Team, and persons and companies that are closely associated with them. The company maintains and regularly updates a register of its related parties in order to identify the related party transactions. A related party transaction is a transaction between Fellow Bank Plc and a party that is a related party.
All transactions with related parties and any relevant decisions are made in accordance with the company's related party procedures. The Board of Directors of Fellow Bank Plc decides on related party transactions that deviate from the company's normal business operations or are carried out under conditions other than normal market conditions. Information on related party transactions for each financial year can be found in the notes to the Fellow Bank Plc’s financial statements. In addition, Fellow Bank Plc discloses related party transactions separately if legislation or Nasdaq Helsinki Ltd's regulations so direct.
Fellow Bank Plc complies with EU legislation, especially the Market Abuse Regulation (MAR), Finnish legislation, Nasdaq Helsinki Ltd’s Guidelines for Insiders, and other relevant regulations and guidelines. These have been supplemented by the company's own insider guidelines approved by the Board of Directors. The company’s insider administration monitors compliance with the rules.
The company maintains a register of permanent insiders, which includes members of the Board of Directors and Management Team. Fellow Bank also maintains registers of project-specific and transaction-specific insiders that are required at any given time.
The persons defined in the insider guidelines shall comply with the restrictions that apply to them regarding the use of insider information and trading. Such persons may not trade in financial instruments issued by the company for 30 days before the publication of an interim report or the financial statements bulletin (closed period). In addition to the above-mentioned persons, the company's employees participating in the preparation of the financial statements and interim reports are subject to the closed period before the publishing of the financial statements and interim reports. During this period they may not trade in financial instruments issued by Fellow Bank.
Managers and their announcements
The company has specified that its managers include the members of the Board of Directors and Management Team of Fellow Bank Plc. Fellow Bank has also specified that members of the Board of Directors and Management Team and their related parties are obliged to disclose their business transactions with Fellow Bank Plc’s financial instruments.
In accordance with the company's insider guidelines, both managers and their related parties must report all transactions related to the company's financial instruments within two working days of their payment. The company reports transactions of the management and their related parties with stock exchange releases.