Governance

In its decision-making and governance, Bioretec Ltd complies with the Finnish Limited Liability Companies Act, securities market legislation, the Nasdaq First North Growth Market Rulebook, the company's Articles of Association and other applicable regulations. In addition, Bioretec complies with the Code of Conduct and other policies defined by it.

 

General Meetings of shareholders

The shareholders take part in the company's governance and administration through decisions made in the General Meetings of shareholders. Pursuant to the Finnish Limited Liability Companies Act, the Annual General Meeting shall be held annually within six months of the end of the company's financial period.

An Extraordinary General Meeting shall be convened to address certain matters, when the Board of Directors considers it necessary or when the company's auditor or shareholders representing at least one-tenth of all of the issued and outstanding shares in the company request that in writing.

Pursuant to Bioretec's Articles of Association, the notice of General Meeting of shareholders shall be delivered no earlier than one month and no later than one week before the record date for the General Meeting, of shareholders and always no later than one week before the last date for advance notices of participation, by publishing it on the company's website at www.bioretec.com or by providing the notice to each shareholder by letter or email at the addresses entered into the shareholder register. In order to participate in the General Meeting of shareholders, a shareholder must give advance notice of participation to the company no later than the date given in the notice of the General Meeting of shareholders, which shall not be earlier than ten days before the meeting. In accordance with the Nasdaq First North Growth Market Rulebook, Bioretec shall also publish the notice of General Meeting of shareholders as a company release.

 

Board of Directors

Pursuant to the Articles of Association of Bioretec, the company's Annual General Meeting elects a minimum of three and a maximum of seven board members. In addition to the duties defined in laws and regulations and Bioretec's Articles of Association, the duties of Bioretec's Board of Directors include the following:

• to guide and supervise Bioretec's management and operations;
• to decide on significant matters pertaining to Bioretec's operations;
• to review and approve Bioretec's half-year reports, reports by the Board of Directors and financial statements;
• to approve Bioretec' strategy, business plans and certain Bioretec's policies and practices, as well as to supervise their application;
• to decide on significant business acquisitions, investments and divestments; and
• to define Bioretec's dividend policy.

Bioretec's Board of Directors has two permanent committees: the Audit Committee and the Nomination/Remuneration Committee, which assist the Board in the preparation of matters falling within its competence. The Board of Directors elects the members of these committees from among its members in connection with its annual constitutive meeting and supervises their work during the term of office.

 

The CEO and the Management Team

The Board of Directors appoints the CEO. The CEO is responsible for the management, guidance and supervision of Bioretec's business operations. In addition, the CEO is responsible for the day-to-day executive management of Bioretec in accordance with the instructions and orders given by the Board of Directors. In addition, the CEO shall ensure that Bioretec's accounting practices comply with the relevant laws and that its financials have been arranged in a reliable manner.

The duty of Bioretec's Management Team is to support the CEO in the planning of the operations and operational management. In addition, the Management Team prepares possible investments, business acquisitions and development projects. Bioretec's Management Team convenes regularly, and it comprises the directors of the major service units.