Caverion follows good corporate governance practices in accordance with the laws and regulations that apply to publicly listed companies in Finland. In addition to the Corporate Governance Code, the key regulations are the Companies Act, the Securities Market Act, the Market Abuse Regulation (MAR), the rules and regulations issued by the Financial Supervisory Authority, and the rules and instructions for listed companies issued by Nasdaq Helsinki Ltd.
Company specific rules on governance are described in the Articles of Association of the Company.
Caverion prepares Consolidated Financial Statements and Interim 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 standards and the rules of Nasdaq Helsinki Ltd. The Board of Directors’ Report and Caverion Corporation’s Financial Statements are prepared in accordance with the Finnish Accounting Act and the guidelines and statements of the Finnish Accounting Board.
Caverion complies with the recommendations of the Finnish Corporate Governance Code issued by Securities Market Association in September 2019, which took effect on January 1, 2020. The Code is publicly available on the website www.cgfinland.fi/en.
In accordance with the ‘comply or explain’ principle, Caverion departs from the recommendations of the Corporate Governance Code as follows:
• As an exception to recommendation 8 of the Corporate Governance Code, both genders are not represented in the Board of Directors of the company.
• As an exception to recommendation 10 of the Corporate Governance Code, the members of the Board of Directors are not independent of the significant shareholders of the company.
• As an exception to recommendation 15 of the Corporate Governance Code, the Human Resources Committee and the Audit Committee consist of two members.
• As an exception to recommendation 16 of the Corporate Governance Code, the members of the Audit Committee are not independent of the significant shareholders of the company.
The company has a controlling shareholder, Crayfish BidCo Oy, currently holding approximately 68% of all shares and votes in the company. The settlement of the public tender offer made by Crayfish BidCo Oy for all shares in the company is expected to take place by 27 November 2023, following which the holdings of Crayfish BidCo Oy will increase to approximately 94% of all shares and votes in the company. Crayfish BidCo Oy has confirmed that it intends to initiate compulsory redemption proceedings in accordance with the Finnish Limited Liability Companies Act to acquire all remaining shares in the company, and thereafter to cause the company’s shares to be delisted from Nasdaq Helsinki Ltd as soon as reasonably practicable. The departures from the Code relate to the changes resulting from this new ownership structure and the fact that the controlling shareholder intends to initiate compulsory redemption proceedings to acquire all remaining shares in the company and intends to delist the company from Nasdaq Helsinki Ltd as soon as reasonably practicable. The departures from the Code are expected to be in effect until the delisting.