GOVERNANCE

COMMITMENTS TO EXTERNAL INITIATIVES

STAKEHOLDER ENGAGEMENT

GOVERNANCE

4.1 Governance structure

The governance structure of the Orion Group is described in detail in both the annual report and the corporate website. Orion Corporation follows the Finnish Corporate Governance Code 2008 for companies listed on NASDAQ OMX Helsinki. However, Orion Corporation deviates from the Code’s recommendation No. 22 concerning the election of members to the Nomination Committee, which can also include persons other than members of the Board.

4.2 Chairman of the Board of Directors

The Chairman of the Board of Directors of Orion Corporation is not an executive officer.

4.3 Independence of the Board of Directors

All Board members are independent of the Company and its significant shareholders in the manner described in recommendation No. 15 of the Finnish Corporate Governance Code.

4.4 Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body

The shareholders exercise their decision-making authority at the General Meeting of the Shareholders. According to Chapter 5, Section 5 of the Finnish Companies Act, a shareholder shall have the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting, if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice.

There is no representative of the employees in the Board of Directors.

A representative of the employees is present at the meetings of the Executive Management Board of the Orion Group. The employees select their representative annually.

Forums for employee interaction with Group management include the mandatory employer-employee procedures, a semi-annual Group-level consultation meeting and the annual meeting of an international European Works Council.

4.5 Compensation

The remuneration principles and the remuneration of the Board and Group management are described under the Corporate Governance section of the corporate website.

4.6 Processes in place for the highest governance body to ensure conflicts of interest are avoided

Members of the Board of Directors must adhere to the Section on Disqualification of the Finnish Companies Act. Disqualified members must inform the Board meeting before the matter in question is discussed and must not participate in the consideration of the matter. Names of disqualified members are always recorded in the Minutes of the meeting.

4.7 Process for determining the qualifications and expertise of the members of the highest governance body

Annual General Meeting elects the Board of Directors. According to the Companies Act, the following cannot be Members of the Board of Directors: legal persons, minors, persons under guardianship, persons with restricted legal competency and bankrupts. According to the Finnish Corporate Governance Code, the constitution of the Board must be such that it allows the Board to look after its responsibilities effectively. The constitution must also be considerate of the needs of the company and its current stage of development. The members elected to the Board of Directors must be sufficiently competent and able to assign enough time for taking care of their responsibilities. Both genders must be represented in the Board of Directors.
Members of the Audit Committee must be competent in the responsibility area of the committee, and at least one of the members must have expertise in accounting and bookkeeping or auditing.

4.8 Internally developed statements of mission or values, codes of conduct, and principles relevant to economic, environmental, and social performance and the status of their implementation

Orion builds well-being with its products and operations. The values of the Group (Mutual trust and respect, Customer focus, Innovation, Achievement and Quality, reliability and safety) unite Orion employees who produce products that promote well-being and health.

4.9 Procedures of the Board of Directors for overseeing the organisation's identification and management of economic, environmental, and social performance, including relevant risks and opportunities, and adherence or compliance with internationally agreed standards, codes of conduct, and principles

The Board of Directors monitors Orion’s economic, social and environmental performance according to the same principles as other performance areas of the Group, which include the Group’s risk management policy and insurance policy. Risk management constitutes a significant part of the Orion Group’s corporate governance and is an integral part of the company’s responsibility structure and operative control principles. The aim is to identify, measure and manage the risks that might threaten the company’s operations and the achievement of the objectives set for the company. Overall risk management processes, practical actions and the definition of responsibilities are developed by means of regular risk identification approaches.

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4.10 Processes for evaluating the Board of Directors’ own performance, particularly with respect to economic, environmental, and social performance

The Board of Directors self-evaluates the its performance and working methods annually.

Read more about Orion's corporate governance.