The governance of Bittium Corporation (hereinafter “Company´) is determined by the Company´s Articles of Association, the laws of Finland (such as the Finnish Companies Act and Securities Market Act) and the Company´s Corporate Governance Code. The Company follows with some exceptions the Finnish Corporate Governance Code 2015 prepared by the Finnish Securities Market Association. The Governance Code allows its implementation in phases. The former Finnish Corporate Governance Code from 2010 and the valid Decree of the Ministry of Finance on the Regular Duty of Disclosure of an Issuer of a Security are applied to the statement given from the financial year 2015, i.e. to this Corporate Governance Statement. Both Governance Codes may be viewed, inter alia, at the Finnish Securities Market Association website at www.cgfinland.fi.
The Company has departed from two recommendations of the Finnish Governance Code during the year 2015. The first departure concerns the gender composition of the Board. According to the Finnish Governance Code, one element of a diverse composition of the board is to have both genders represented on the board. The Company departed from this recommendation, as the Annual General Meeting held on April 15, 2015 did not elect both genders to the Board of Directors. The proposal adopted by the Annual General Meeting regarding the composition of the Board was made by shareholders who represented approximately 42.2 percent of the shares of the Company. Such shareholders were informed about the content of the then valid recommendation 9 by the Board of Directors of the Company. According to the information received, the shareholders who made the proposal, on the one hand, wanted to emphasize the continuity of the Board composition due to foreseen focus areas in the Board work and did not, on the other hand, in view of the size and nature of the Company´s operations, consider it appropriate to increase the number of the Board members from the previous five embers. The management of the Company and the composition of the Board are thereby based on strong ownership steering and, thus, the main shareholders have a significant representation in the Company´s Board. The Extraordinary General Meeting held on September 14, 2015 elected Ms. Kirsi Komi, Mr. Juha Putkiranta and Mr. Seppo Mäkinen as new members of the Board of Directors. The new members of the Board of Directors replaced Jorma Halonen, Juha Hulkko and Seppo Laine, who had notified their resignation from the Board of Directors when the term of the new members of the Board of Directors commences. Mr. Staffan Simberg and Mr. Erkki Veikkolainen chosen earlier to the Board of Directors continued in their positions with the new members of the Board of Directors. In the assembly meeting held on November 5, 2015 the Board of Directors elected Erkki Veikkolainen as the Chairman of the Board.
In the assembly meeting held on November 5, 2015, the new Board of Directors elected on September 14, 2015 considered the continuation of the Audit and Financial Committee and concluded that the extent of the Company´s business still requires that a group with a more compact composition than the Board of Directors deals with the preparation of matters pertaining to financial reporting and control. The Governance Code recommends that a committee shall have at least three members. In the assembly meeting held on November 5, 2015, the new Board of Directors resolved to elect Staffan Simberg (Chairman of the committee) and Kirsi Komi as members of the Audit and Financial Committee and to invite the former Chairman of the Board of Directors Seppo Laine external advisor of the Board of Directors. The composition of two members and an external advisor was considered to be in compliance with purpose of the recommendation as authorized public accountant Seppo Laine brings continuity and expertise needed in the committee. This Statement is made separately from the Report by the Board. The Board´s Audit and Finance Committee and the Company´s auditor have reviewed this Statement. The statutory governing bodies of the Company are the Shareholders´ meeting, Board of Directors, Chief Executive Officer and the Auditor. The Management Group supports the statutory governing bodies of the Company.
The Company´s domicile is Oulu. This Statement may be viewed at the Company´s website at www.bittium.com.