Governance
Modulight Corporation is a public limited liability company registered in Finland, and its shares are listed on the Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd. The company’s domicile is in Tampere.
Articles of Association
1. The name and domicile of the company
The name of the company is Modulight Oyj and in English Modulight Corporation. The company is domiciled in Tampere
2. Line of business of the company
The line of business of the company is to conduct business mainly in the healthcare sector. The company is engaged in the development, manufacturing, marketing, rental and trade of services, equipment, components, software, as well as consulting and other business supporting these activities. The company conducts its operations both directly itself and through its subsidiaries and joint ventures. The company may own real estate and securities, as well as engage investment and financing activities that support the company’s business.
3. Board of directors
The company has a Board of Directors, consisting of a minimum of three (3) and maximum of six (6) ordinary members. The Board of Directors elects a Chair from among its members for its term. The term of office of the members of the Board of Directors expires at the closing of the Annual General Meeting following their election.
4. Chief executive officer
The company has a Chief Executive Officer who is appointed by the Board of Directors of the company.
5. Representation of the company
The Chair of the Board of Directors and the Chief Executive Officer of the company, each alone, may represent the company. The Board of Directors may grant the right to represent the company to a designated person. The Board of Directors shall decide on granting of procurations.
6. Book-entry securities system
The shares of the company belong to the book-entry securities system after the expiry of the registration period decided by the Board of Directors.
7. Auditor
The company shall have an auditor that is an audit firm approved by the Finnish Patent and Registration Office.
The term of office of the auditor shall expire at the closing of the Annual General Meeting following their election.
8. Notice to general meeting
The notice to General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.
The notice shall be delivered to the shareholders by means of a notice published on the company’s website or in at least one national daily newspaper designated by the Board of Directors.
In order to be entitled to attend and exercise their right to speak at the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.
In addition to the domicile of the company, General Meetings may be held in Helsinki, Espoo or Vantaa.
9. Annual general meeting
The Annual General Meeting shall be held annually on a date decided by the Board of Directors within six (6) months from the end of the financial year.
At the Annual General Meeting, the following shall be
presented:
- the financial statements, which include the consolidated financial statements, and the annual report;
- the auditor’s report; and
decided:
- the adoption of the financial statements, which in the parent company also includes theadop-tion of the consolidated financial statements;
- the use of the profit shown on the balance sheet;
- the discharge from liability of the members of the Board of Directors and the Chief Executive Officer;
- the remuneration of the members of the Board of Directors and the auditor;
- the number of the members of the Board of Directors
elected:
- 8.the members of the Board of Directors;
- the auditor;
and discussed:
- other matters potentially included in the notice to the Annual General Meeting.
10. Financial period
The financial period of the company is the calendar year.
General Meeting
The Annual General Meeting decides on matters required by the Companies Act and the Articles of Association.
The Annual General Meeting decides on:
- Approval of the financial statements
- Distribution of profits
- Discharging the Board of Directors and the CEO from liability
- Electing the members of the Board of Directors and the auditor and deciding on their remuneration
The competence of the General Meeting also includes amending the Articles of Association, deciding on the purchase of the company’s own shares, share issues and stock option programs, and authorizing the Board of Directors to decide on such.
If possible, the Annual General Meeting will be attended by the Board of Directors as a whole and any person nominated as a member of the Board for the first time.
The notice shall be delivered to the shareholders by means of a notice published on the Company’s website or in at least one national daily newspaper designated by the Board of Directors.
Modulight publishes the minutes of the General Meeting on the company’s website and keeps them available to shareholders for at least five (5) years after the General Meeting.
Shareholders’ rights at the General Meeting
Modulight has one series of shares and each share carries one vote at the Annual General Meeting. A shareholder may personally attend the General Meeting or they may exercise the rights of a shareholder by way of proxy representation. At the General Meeting, all shareholders have the right to ask questions and propose resolutions on matters under consideration.
Shareholders’ Nomination Board
The Shareholders’ Nomination Board is a shareholder body responsible for preparing proposals to the General Meeting regarding the election and remuneration of the members of the Board of Directors.
Each shareholder of the company may also submit their own proposal directly to the Annual General Meeting.
The process for electing the members and the Chair of the Shareholders’ Nomination Board, as well as the composition and the duties of the Nomination Board have been specified, in more detail, in the Charter adopted for the Nomination Board.
Previous AGM pages: 2022
Board of Directors
Modulight’s Board of Directors is responsible for the company’s administration and appropriate organization of operations and represents the company. According to Modulight’s Articles of Association, the company’s Board of Directors consists of a minimum of three (3) and a maximum of six (6) ordinary members. The Board of Directors elects a Chairman from among its members for its term of office.
Modulight’s Annual General Meeting elects the Board of Directors. The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting following their election. The Board of Directors is responsible for preparing and convening the Annual General Meeting on time.
Diversity of the Board of Directors
The principles concerning the diversity of the Board of Directors are considered in the election of the members of the Board of Directors. Both genders are represented on the company’s Board of Directors. In 2022, one of the six board members was a woman. When selecting the composition of the Company’s Board of Directors, emphasis is placed on the expertise and experience needed by the Board of Directors collectively in the company’s industry and business. The elected Board member must have the necessary competence in the position and be able to devote enough time to the task.
The company’s long-term goal is to achieve gender balance in the Board of Directors, taking into account the aforementioned and other competence requirements for the position, as well as relevant experience of the company’s international operating environment and applicable industries and corporate culture.
More information about the Board of Directors
The responsibilities of the Board of Directors include:
- Adopting the company’s strategy and monitoring its implementation
- approving the company’s financial statements, half-year reports and business reviews and supervising the appropriateness of the financial statements and the proper management of the company’s financial affairs
- deciding on significant individual investments and acquisitions of companies and real estate, as well as strategically significant business expansions and reductions, confirming the company’s long-term strategic and financial objectives and approving the budgets and risk management principles
- approving and confirming the charters of the Board committees, as well as the company’s internal guidelines and remuneration policy, and decides on incentive plans for the CEO and the personnel
- appointing the CEO and deciding on the terms of their employment
- the establishment and dissolution of committees subordinate to the Board of Directors and the drafting of their charters
- drafting of the Board’s diversity policy
Self-assessment and independence assessment
Remuneration Committee
Management Team
CEO
Seppo Orsila has been Modulight’s CEO since 2019.
More information about the CEO
Management Team
Remuneration
Modulight’s remuneration supports achieving strategic targets, profitability, and increased shareholder value. Well-functioning and competitive remuneration is an essential tool for engaging competent directors and executives for the company. This, in turn, contributes to the financial success of the Company, and the implementation of good corporate governance.
The Board of Directors decides on the remuneration of the CEO and the members of the Management Team and the grounds for remuneration in accordance with the company’s approved remuneration policy. The remuneration of the CEO and the members of the Management Team consists of a fixed salary and a separate variable salary component (operational short-term and long-term bonuses) and long-term stock-based incentives. Modulight’s Board of Directors decides on the incentive bonus annually. Operational bonuses for the CEO and the Management Team are paid based on the achievement of the targets set for the financial year.
The proposal for remuneration of the members of the Board of Directors is prepared by the Shareholders’ Nomination Board. The General Meeting decides on the remuneration to be paid for the Board’s work and the grounds for it.
Modulight’s Remuneration Policy was presented in the Company’s Annual General Meeting in 2022, and it will be presented at least every fourth year and always if significant changes are proposed to it. A report on the remuneration is annually presented in the Company’s Annual General Meeting.
Internal control and risk management
Internal control
The purpose of internal control is to ensure the efficiency and productivity of Modulight’s operations, the reliability of financial and operational management reporting, and compliance with applicable laws and regulations and internal guidelines in the company.
Internal control is an essential part of managing the company’s business and in ensuring the achievement of its business objectives. The company strives to organize internal control efficiently so that deviations from the company’s goals are detected as early as possible or can be prevented.
Modulight’s internal control comprises the internal control policy approved by the Board of Directors, as well as the decision-making and approval procedures, control points defined uniformly in different processes, as well as their monitoring and undertaking of corrective measures.
Risk management
Modulight uses a Group-level risk assessment and monitoring model and conducts an annual comprehensive risk assessment, which assesses the most significant risks to the company’s strategy and other objectives, as well as their likelihood and impact on the business, and maps out risk management measures. If necessary, the risk assessments are updated, for example, for the risk assessments of half-year reports and business reviews.
Risks relating to Modulight’s business
- Decreased availability of the Company’s materials or loss or decreased performance of the Company’s material suppliers or substantial price increase in their services may adversely affect the Company;
- The Company operates complex, hard-to-replace machinery within a single production plant, any disruption of which could adversely affect the Company’s business;
- The Company’s production and business are affected by the ongoing global shortage of semiconductors;
- The Company may be unable to obtain or maintain international regulatory qualifications or approvals for its current or future products and indications, which could harm its business;
- The Company’s ability to compete depends upon its ability to innovate, to develop and commercialize new products and product enhancements, and to identify new markets for its technology;
- Increased competition or new technologies may adversely affect the Company’s results;
- The Company’s business is exposed to financial, social and political developments in countries across the world which may adversely affect the Company’s results;
- Within the medical and biomedical sectors, the Company’s business strategy depends on the success of its customers;
- The Company may suffer interruptions or failures of its information technology (“IT”), network or communications systems and/or cyber security breaches;
- If the Company is unable to guard its intellectual property rights (“IPRs”) and trade secrets, its competitive advantage could be eroded; and
- If the Company or the Company’s customers fail to obtain or maintain necessary U.S. Food and Drug Administration clearances for its products and indications, these clearances may be delayed and there may be federal or state level regulatory changes in the United States that may harm the Company’s business operations.
Risk reporting
Internal audit
Insider management
Managers’ transactions
Notification of transactions
Persons discharging managerial responsibilities and their closely associated persons are obliged to report on transactions in the company’s financial instruments when their total amount exceeds EUR 5,000 during a calendar year. All obliged entities shall be informed of these obligations in writing. The company regularly reviews the up-to-dateness of the list of related parties.
The company and the Financial Supervisory Authority must be notified of at least all transactions that exceed the annual threshold of EUR 5,000. Notifications are made using the Financial Supervisory Authority’s electronic form and sent to the company by e-mail to and to the Financial Supervisory Authority using a secure e-mail connection: https://securemail.bof.fi to johdonkaupat@finanssivalvonta.fi.
Disclosure Policy
The Disclosure Policy describes the key principles that Modulight, as a listed company, complies with in its investor communication and financial reporting and when communicating with its shareholders and other capital market parties, media and other stakeholders. The key principles of the communication and disclosure of the Company are timeliness, consistency, impartiality, transparency, and responsibility.
The Company adheres to a 30-day silent period before the publication of any financial statements.
Whistleblowing
Modulight has a Whistleblowing Channel through which any suspected abuse of the regulations and provisions can be reported. The whistleblowing channel is a specialized service, designed to protect a whistleblower’s identity when a report is made. If the whistleblower does not disclose his/her identity when making the report, he/she will stay anonymous throughout the whole process.
All received reports are handled confidentially.
Read our Whistleblowing Policy here.
Auditor
According to Modulight’s Articles of Association, the company must have an auditor, who is an auditing firm approved by the Finnish Patent and Registration Office. The Board of Directors prepares a proposal for the election of the auditor and the remuneration of the auditor to the Annual General Meeting, and the General Meeting elects the company’s auditor and decides on the remuneration of the auditor. The auditor’s term of office expires at the end of the first Annual General Meeting following the election.
Modulight’s auditor is Moore Rewinet Oy Ab, with APA Jari Paloniemi as the principal auditor. Jari Paloniemi has been entered in the audit register referred to in Chapter 6, Section 9 of the Auditing Act (1141/2015).
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Certified Advisor
Danske Bank A/S, Finland Branch will act as the Company’s Certified Adviser referred to in the Nasdaq First North Growth Market Rulebook.
Contact details of the Certified Adviser:
Danske Bank A/S, Finland Branch
Televisiokatu 1
00240 Helsinki
Finland
Tel. +358 40 414 5358