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Corpo­ra­te Gover­nance

Shareholders / Annual general meeting
Board of directors
Shareholders’ Nomination Committee Audit Committee
  ESG Committee
  Technology and Security Committee
Management Team
Pampalo oparations United States operations Financial management Communications & investor relations HR
  Risk management
Internal control


Endomines Finland Plc is a public limited company registered in Finland and listed on the stock exchange operated by Nasdaq Helsinki Ltd. Its governance and management are based on the Finnish Limited Liability Companies Act, the Finnish Securities Markets Act, the company’s Articles of Association and the rules and guidelines of the Helsinki stock exchange. Endomines complies with the 2020 Corporate Governance Code of the Securities Market Association, with any exceptions presented in the company’s governance policy. The company’s current governance policy does not include any exceptions from the recommendations of the Corporate Governance Code. The company will prepare its first Corporate Governance Statement for the financial year that ended on 31 December 2022.

Governing bodies

Governance at Endomines is divided between the General Meeting, the Board of Directors and the CEO. The highest decision-making power is exercised by the shareholders at the General Meeting, where the members of the Board of Directors and the auditor are elected. The Board is responsible for Endomines’ strategy and the guidance and monitoring of its business operations, and the Board also appoints the CEO. The company’s business operations and the implementation of its strategic and operational goals are managed by the CEO of Endomines, assisted by the company’s Management Team.

Annual General Meeting (AGM)

The highest decision-making power in the company is exercised by the General Meeting, which decides on matters in accordance with the Limited Liability Companies Act and the Articles of Association.

Endomines has one series of shares, and each share entitles its holder to one vote at the AGM. A shareholder may participate in the AGM personally or by means of a proxy. At the AGM, all shareholders have the right to present questions and propose decisions concerning matters under consideration.

The Endomines AGM is held in Espoo, where the company is domiciled, and is convened by the Board of Directors. The AGM is held annually on a date determined by the Board, within six months of the end of the financial year. An Extraordinary General Meeting may be convened to discuss a particular issue when the Board deems it necessary or when it is otherwise required by law.

The AGM decides on the adoption of the financial statements and the distribution of profits, the discharge from liability of the members of the Board and the CEO, and the election of the members of the Board and the auditor, as well as their fees. The AGM also decides on amendments to the Articles of Association and the acquisition of treasury shares, as well as share issues and option programmes, and it authorises the Board to decide on these.

The notice of the AGM is published on the company’s website. The notice includes the agenda of the meeting, the proposals of the Board and its committees and the Shareholders’ Nomination Committee to the AGM, and instructions on how to register for and participate in the meeting. A shareholder is entitled to participate in the AGM if they have been registered as a shareholder in the company’s list of shareholders no later than eight business days before the AGM and if they have announced their participation to the company as stated in the notice of the AGM. An owner of nominee-registered shares is also entitled to participate in the AGM by temporarily registering in the company’s list of shareholders.

As far as possible, all of the members of the Board of Directors, as well as first-time candidates, are present at the AGM. Depending on the matter, Extraordinary General Meetings are attended by a majority of the members of the Board, which ensures a quorum, including the Chair or Vice Chair of the Board. The company’s auditor is present at the AGM.

The company publishes the materials of the General Meeting on its website and keeps them available to shareholders for at least five years from the General Meeting.

Shareholders’ Nomination Committee

The Shareholders’ Nomination Committee of Endomines is a governing body responsible for preparing proposals to the General Meeting concerning the election and remuneration of the members of the Board. The Nomination Committee consist of three members, two of whom must represent the largest shareholders and one of whom must be the Chair of the Board.

The principal duty of the Nomination Committee is to ensure that the Board of Directors and its members have sufficient expertise and experience to meet the company’s needs and to prepare well-founded proposals to the Annual General Meeting on the election and remuneration of the members of the Board. To ensure sufficient expertise, the Nomination Committee must take account of legislation and the recommendations of the Corporate Governance Code. In addition to the above, the Nomination Board must take account of the independence requirements of the Corporate Governance Code and the stock exchange rules applicable to the company.

Each shareholder of the company can also submit their proposals directly to the Annual General Meeting.

The General Meeting of Endomines approves the Nomination Committee’s rules of procedure, which regulate matters related to the appointment and composition of the committee and determine the duties and obligations of the committee. Decisions concerning significant changes to the rules of procedure, such as changes to the number of members and the selection criteria, are made by the General Meeting.

Board of Directors

The company’s Board of Directors consists of three (3) to eight (8) members. The Shareholders’ Nomination Committee submits a proposal to the Annual General Meeting on the composition and remuneration of the Board. The members of the Board are elected at the Annual General Meeting for a term of office ending at the close of the Annual General Meeting following the meeting at which they were elected. The Board elects its Chair from among its members.

The company’s Board of Directors must have sufficient expertise and, collectively, sufficient knowledge, skills and experience concerning matters pertaining to the company’s industry and business operations. A person elected as a member of the Board must have the necessary qualifications, and they must be able to devote sufficient time to taking care of their responsibilities as a Board member. The company has determined principles concerning the diversity of the Board. The goal is to have both genders represented on the Board. The long-term goal is to have both genders equally represented on the Board.

Duties of the Board of Directors

The Board of Directors confirms the company’s strategy and monitors its implementation. The Board’s duties include adopting the company’s financial statements and interim reports and monitoring the adequacy of accounting and the company’s financial management. The Board decides on significant individual investments, corporate and real estate transactions and strategically important business expansion and downsizing, confirms the company’s long-term strategic and financial targets, and approves its budgets and risk management principles. The Board also approves and confirms the committees’ rules of procedure and the company’s internal guidelines and remuneration policy, and decides on incentive schemes for the CEO and the personnel.

Diversity of the Board

The purpose of the Board’s diversity principles is to determine goals and methods to achieve the appropriate diversity of the Board, which in turn contributes to the effective work of the Board as a group.

Sufficient diversity supports open discussion and independent decision-making. Diversity also promotes the company’s good governance, the effective monitoring of the management and succession planning. Diversity strengthens the goal that the Board’s competence profile as a whole supports the development of the company’s current and future business operations and is seen as an essential element and success factor that enables the achievement of strategic targets and the continuous development of business operations.

The diversity of the Board is examined from different perspectives. The key factors for the company include the complementary expertise, training and experience of the members in different professional fields and industrial sectors, in business operations at different stages of development and in management, as well as the personal qualities of the members. The diversity of the Board is supported by experience in international operating environments and relevant sectors, as well as knowledge of different cultures and the consideration of age and gender balance. The company’s long-term goal is to achieve a more balanced gender distribution on the Board. To achieve this goal, the Nomination Committee aims to ensure that the process of seeking and assessing new Board members involves representatives of both genders.

Both genders must always be represented on the Board, and the Board considers it important that the gender in the minority should represent at least a third of the Board members.

Board committees

To improve the efficiency of its work, the Board of Directors has established an Audit Committee, an ESG Committee and a Technology and Security Committee. The Board elects the members and Chairs of the committees from among its members annually and confirms the committees’ written rules of procedure. Read more about the board committees.


The Board of Director appoints the CEO of Endomines and decides on their terms of service, which are determined in the written CEO contract. The CEO is responsible for implementing the goals, plans, guidelines and objectives determined by the Board in the company. In accordance with the Limited Liability Companies Act, the CEO is responsible for ensuring that the company’s accounting complies with the law and that its asset management is appropriately organised. The Board assesses the CEO’s work and the achievement of the goals set for them.

Management Team

The Group’s Management Team supports the CEO and is responsible for the development of the Group and its business operations and for its operating activities in accordance with the goals set by the Board of Directors and the CEO. The Management Team assists the CEO in preparing the company’s strategy, operating principles and other business operations, as well as the company’s common matters. The CEO serves as Chair of the Group’s Management Team.