Outokumpu Oyj, the Group's parent company, is a public limited liability company, listed on Nasdaq Helsinki and incorporated and domiciled in Finland.

In its corporate governance and management, Outokumpu Oyj complies with the laws and regulations applicable to a Finnish public company, the company’s Articles of Association and the Corporate Governance Policy approved by the company’s Board of Directors. 

Outokumpu Oyj follows the Finnish Corporate Governance Code (available at www.cgfinland.fi), effective as of January 1, 2020. The Finnish Corporate Governance Code is issued by the Finnish Securities Market Association and adopted by Nasdaq Helsinki.

The governing bodies of the parent company Outokumpu Oyj, i.e. the General Meeting of Shareholders, the Board of Directors, and the President and Chief Executive Officer (CEO), have the ultimate responsibility for the management and operations of the Outokumpu Group. 

The General Meeting of Shareholders convenes at least once a year. In accordance with the Finnish Companies Act, the General Meeting of Shareholders is the highest decision-making body of the company. The Act provides that certain important decisions such as amendments to the Articles of Association, approval of the financial statements, increasing or decreasing share capital, decisions on dividends, and the election of the Board of Directors and the auditors, are the exclusive domain of the General Meeting of Shareholders. In addition, the Annual General Meeting makes advisory resolutions on the Remuneration Policy and the Remuneration Report.

The above-mentioned Articles of Association, governance policies and charters and the latest and earlier Corporate Governance Statement can be found among the Governance materials at the bottom of this page.

Find out more on our governance

Annual General Meeting

The General Meeting of Shareholders convenes at least once a year. Outokumpu has only one single class of shares and all shares have equal voting rights at General Meetings. Find out more on our Annual General Meetings.

Shareholders' Nomination Board

Each year, Shareholders’ Nomination Board prepares proposals to the Annual General Meeting for the election, composition, and compensation of the members of the Board of Directors. The largest shareholders of the Company are determined on the basis of the shareholders’ register of the Company and the ownership situation at the closing of Nasdaq Helsinki’s last trading day in August.

Board of Directors

The general objective of the Board of Directors is to direct Outokumpu’s business and strategies in a manner that secures a significant and sustained increase in the value of the company for its shareholders. Read more on duties, committees and charters of the Board of Directors. 

Leadership Team

The Outokumpu Leadership Team assists the CEO in the overall management of Outokumpu’s business. The members of the team have extensive authorities in their individual areas of responsibility. Find out more on the organization of our Leadership Team and its members. 

Remuneration

The Board of Directors decides on the CEO's remuneration, and the Remuneration Committee of the Board determines and approves the terms of service, including remuneration, of other Outokumpu Leadership Team members. Read more on the remuneration of the Board, the CEO, the Leadership Team as well as share-based incentive programs.

Insider issues

The company’s Insider Rules and the insider laws and regulations, including the Finnish Securities Act, the Guidelines for Insiders issued by Nasdaq Helsinki Ltd and the Market Abuse Regulation (EU), constitute the primary legal framework for the insider issues relevant to the Group and its employees.

Financial reporting

As a listed company, Outokumpu complies with a variety of regulations. To ensure that all the stated requirements are met, Outokumpu has introduced principles for financial reporting and internal control and deployed them throughout the company’s organization. Find out more of how internal control and risk management of financial reporting is organized in Outokumpu. 

Disclosure policy

Outokumpu is committed to open, proactive, accurate and timely communication when communicating with media, investors, analysts and other key stakeholders. Read more in our Disclosury Policy.

Risk management

In addition to supporting Outokumpu’s strategy, the aim of risk management is identifying, evaluating, and mitigating risks from the perspective of shareholders, customers, suppliers, personnel, creditors, and other stakeholders. Find out more of the organization, process and focus areas in risk management. 

Auditors

The Annual General Meeting elects the auditors for a term of office ending at the close of the next Annual General Meeting. The company shall have a minimum of one and a maximum of two auditors who are qualified auditors or firms of public accountants authorized by the Central Chamber of Commerce of Finland and independent of the company. At the moment, PricewaterhouseCoopers Oy is the Group auditor.