Governance

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. 

In its administration and management, Modulight complies with the Finnish Limited Liability Companies Act (624/2006 with changes), the Finnish Securities Markets Act (746/2012 with changes), the company’s Articles of Association and the rules and guidelines of Nasdaq Helsinki Ltd and other provisions applicable to the company. Modulight complies with the Finnish Corporate Governance Code (Corporate Governance 2020) prepared by the Securities Market Association (www.cgfinland.fi).  

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: 

  1. the financial statements, which include the consolidated financial statements, and the annual report;
  2. the auditor’s report; and

decided: 

  1. the adoption of the financial statements, which in the parent company also includes theadop-tion of the consolidated financial statements; 
  2. the use of the profit shown on the balance sheet;
  3. the discharge from liability of the members of the Board of Directors and the Chief Executive Officer;
  4. the remuneration of the members of the Board of Directors and the auditor;
  5. the number of the members of the Board of Directors

elected: 

  1. 8.the members of the Board of Directors;
  2. the auditor;

and discussed: 

  1. 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 General Meeting is Modulight’s highest decision-making body. According to Modulight’s Articles of Association, an Annual General Meeting of shareholders must be held annually on a date determined by the Board of Directors within six (6) months of the end of the financial year. An Extraordinary General Meeting may be convened to discuss a specific matter when the Board of Directors deems it appropriate or otherwise required by law. 

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. 

The main task of the Nomination Board is to ensure that the Board of Directors and its members have sufficient knowledge and experience to meet the company’s needs, and to prepare justified proposals for the composition and remuneration of the company’s Board of Directors for the General Meeting. To ensure sufficient expertise of the Board of Directors when making the proposal for the composition, the Nomination Board must consider the legislation and the recommendations of the Corporate Governance Code. In addition to the above, the Nomination Board must consider the independence requirements in the Corporate Governance Code and the rules of First North concerning the company. 

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. 

AGM 2023

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

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

The Board of Directors assesses the independence of its members from the company and significant shareholders annually and as required.

Remuneration Committee

To improve the efficiency of its work, the Board of Directors has established a Remuneration Committee. The Board of Directors annually elects the members and the Chair of the Committee from among its members and approves the Committee’s charter.
The Remuneration Committee prepares the remuneration and appointment matters of the company’s CEO and other senior management as well as the incentive schemes for other personnel. The Remuneration Committee consists of at least three (3) members of the Board of Directors. The Committee meets as necessary, but at least two (2) times a year.

Management Team

CEO

The Board of Directors of Modulight Corporation appoints the CEO and decides on the terms of their employment, which are defined in a written CEO’s contract. The CEO is responsible for the implementation of the company’s objectives, plans, and policies set by the Board of Directors. According to the Finnish Companies Act, the CEO is responsible for ensuring that the company’s accounting complies with legislation and that the management of the company’s assets is arranged in a reliable manner. The Board of Directors evaluates the CEO’s work and the achievement of the goals set for them.

Seppo Orsila has been Modulight’s CEO since 2019.

More information about the CEO

Modulight CEO

Management Team

Modulight’s Management Team, which supports the CEO, is responsible for the company’s development and operational activities as well as business operations in accordance with the targets set by the Board of Directors and the CEO. The Management Team assists the CEO in the preparation of the strategy, operating principles and other business operations, as well as the company’s common affairs, among other things. The CEO acts as the Chairman of the Management Team.

More information about the Management Team

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. 

Modulight Remuneration Policy

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 assessment forms the basis for effective internal control. The monitoring functions ensure that as few of the identified risks as possible materialize. Measures of internal control are directed in accordance with and to the extent required by the risks identified by the company. 

Risk management 

Modulight’s risk management is guided by the company’s risk management policy. Risk management creates the operating conditions in which business-related risks are managed comprehensively and systematically at all levels of the organization. The principle is to identify risks, assess their magnitude and significance, define risk mitigation measures and decide on their implementation and monitor their impact. 

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. 

Modulight’s Board of Directors is responsible for defining the company’s risk-taking level, taking strategic risks, and monitoring the results of risk management and assessing its effectiveness. 

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 

Risks and related changes are reported to the company’s Board of Directors. Modulight’s Board of Directors discusses the most material risks, their management and assesses the effectiveness of risk management at least once a year.
  
Financial and operational risks, risks related to sustainability and related risk management activities are regularly reported to the Management Team. The Board of Directors discusses strategic risks annually in connection with the company’s strategy discussion.
The Company’s CEO is responsible for organizing risk management, allocating risk management resources and evaluating the set risk management principles. The CEO reports the findings to the Board of Directors as part of the CEO’s reporting. 
 
Key risks and risk management activities are reported annually in the annual report, half-year report and business reviews and on a case-by-case basis, as appropriate. 

Internal audit 

Modulight does not have a separate internal audit function, and the responsibilities of the internal audit are divided between the different functions. The Board of Directors may use external experts to separately assess the control environment or control functions. The audit plan of the company’s external auditor must consider the fact that the company does not have its own internal audit. 

Insider management

Modulight complies with the EU Market Abuse Regulation ((EU) 596/2014) and the lower-level regulations issued thereunder, as well as the Finnish Securities Markets Act (746/2012), decrees and instructions issued by the authorities, the rules of the Nasdaq First North Growth Market marketplace and the insider guidelines of Nasdaq Helsinki Ltd.
 
The company’s insider guidelines consist of the current insider guidelines of Nasdaq Helsinki Ltd with company-specific additions. The Board of Directors has approved Modulight’s insider policy. 
Modulight has appointed an insider manager who is responsible for maintaining the company’s insider lists, enforcing trading restrictions and the obligation to report and disclose transactions, internal communications and training related to insider matters, and supervision of insider matters. The company has internal procedures in place for disclosing inside information, the possible postponement of the disclosure of inside information and the maintenance of project-specific insider lists. 
The Board of Directors has defined the members and deputy members of the Board of Directors, the CEO and their deputy, and the members of the company’s Management Team as persons in a managerial position. Managers and persons closely associated with them shall notify their transactions in the company’s financial instruments or derivatives thereof without delay and no later than three business days after the date of the transaction. 

Managers’ transactions 

Modulight publishes the notifications of transactions made by the management and persons closely associated with them in accordance with Article 19 of the MAR by means of a company announcement without delay and no later than two (2) business days after receipt of the notification.  
Modulight follows a closed period in accordance with Article 19 (11) of the MAR Regulation, which begins 30 days before the publication of the business review, half-year report or financial statements release. In addition, the company has separately listed persons who participate in the preparation of the financial statements or who have access to material information and who are subject to a trading restriction of the same length and content (closed period. 

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.

Insider Policy

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.

Disclosure Policy

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.

Whistleblowing Policy

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 

2023 Options

Release about the stock option plan 2023

Terms and conditions