Corporate Governance

Corporate Governance principles 2016

The duties and responsibilities of Tokmanni Group Corporation’s (Tokmanni or the company) various governing bodies are determined by Finnish law, the Articles of Association approved by the General Meeting of shareholders and the Corporate Governance Principles approved by the Board of Directors in March 2016. Tokmanni complies with the Finnish Corporate Governance Code 2015 published by the Finnish Securities Markets Association. The Finnish Corporate Governance Code (CG Code) is available on www.cgfinland.fi.

The corporate governance statement is published as a separate document and the first corporate governance statement in accordance with the Finnish CG Code 2015 will be published for the year 2016.

Corporate Governance Statement 2015

Regulatory framework

The duties of Tokmanni’s bodies are governed by Finnish legislation. In addition to the CG Code, Tokmanni complies with these corporate governance principles defined by the Board of Directors. These principles are based on the Finnish Companies Act and the Finnish Securities Markets Act. Tokmanni’s decision-making and governance also complies with other Finnish legislation and regulations, the company’s Articles of Association and the guidelines for insiders published by Nasdaq Helsinki Ltd (the Helsinki Stock Exchange). Tokmanni prepares consolidated financial statements, interim updates and reports in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union, the Finnish Securities Markets Act as well as the applicable Finnish Financial Supervision Authority’s regulations and guidelines and the rules of the Helsinki Stock Exchange. The report of the Board of Directors of Tokmanni is prepared in accordance with the Finnish Accounting Act and the Finnish Companies Act and the guidelines and statements of the Finnish Accounting Board.

Tokmanni’s governing bodies

The ultimate responsibility for management and operations of Tokmanni lies with the governing bodies of the parent company, Tokmanni Group Corporation, registered and existing under the laws of Finland. These bodies are the General Meeting of shareholders, the Board of Directors and the Chief Executive Officer (CEO) of Tokmanni Oy responsible for the company operations. The General Meeting of shareholders elects the Board of Directors and auditors. The Board appoints the CEO. Further, the Executive Group, operating under the CEO, has been formed for the efficient management of the company.

These Corporate Governance Principles apply to the company and all its subsidiaries and decision making bodies of the Group.

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