CORPORATE
GOVERNANCE
Governance
Eagle Filters Group is registered in Finland as public limited liability company and its shares are listed on the Nasdaq First North Growth Market Finland and Sweden. The corporate headquarters are in Helsinki.
The governance of the company complies with the Finnish Limited Liability Companies Act, Nasdaq First North Growth Market Rulebook, the Finnish Securities Markets Act, the company’s Articles of Association and other decrees and regulations relevant to the governance of a public limited liability company.
Eagle Filters Group does not comply with the Finnish Corporate Governance Code published by the Securities Market Association in 2020, because the company does not consider it justified considering the size of the company and scope of the business.
General Meetings
The ordinary General Meeting of shareholders is the highest decision-making body of the company. The company’s Board of Directors convenes the General Meeting annually within six months of the end of the financial period. As stipulated in the Finnish Limited Liability Company Act, the ordinary General Meeting decides on the adoption of the financial statements, the use of profits shown on the balance sheet, the granting of release from liability to the members of the Board of Directors and the President and CEO, the number of members of the Board of Directors, as well as the remuneration of the members of the Board of Directors and the auditor/s. The General Meeting also elects the members of the Board and the auditor, and resolves any other matters included in the notice of the meeting.
Extraordinary General Meeting 27.10.2022
Notice to the Annual General meeting 27.10.2022
Past General Meetings
2022
Annual general meeting 2022 minutes
Financial Statements and Board´s of Directors Report 2021 and Auditors report 2021
Notice to the Annual General meeting 2022
Extraordinary general meeting 16.2.2022 minutes
Notice to the Extraordinary General meeting 16.2.2022
2021
Annual general meeting 2021 minutes
Financial Statements and Board´s of Directors Report 2020
Auditors report 2020
Notice to the Annual General meeting 2021
Extraordinary general meeting 2021 minutes
Notice to the Extraordinary General meeting 2021
2020
Annual general meeting 2021 minutes
Annual general meeting 2020 minutes
Financial Statements and Board´s of Directors Report 2019
Auditors report 2019
Notice to the Annual General meeting 2020
2019
Annual general meeting 2019 minutes
Financial Statements and Board´s of Directors Report 2018
Auditors report 2018
Notice to the Annual General meeting 2019
2018
Annual general meeting 2018 minutes
Financial Statements and Board´s of Directors Report 2017
Auditors report 2017
Notice to the Annual General meeting 2018
Extraordinary general meeting 2018 minutes
Notice to the Extraordinary General meeting 2018
2017
Annual general meeting 2017 minutes
Financial Statements and Board´s of Directors Report 2016
Auditors report 2016
Notice to the Annual General meeting 2017
Extraordinary general meeting 2017 minutes
Notice to the Extraordinary General meeting 2017
Board of Directors & Management Team
You can see a full list of our Board of Directors and Management Team here.
Insider Policy
In insider matters, Eagle Filters Group complies with The Market Abuse Regulation (EU 596/2014, “MAR”) and the Securities Market Act as well as related regulations and guidelines of the European Securities and Markets Authority (ESMA) and, the rules and regulations of the Finnish Financial Supervisory Authority and Nasdaq Helsinki Ltd.
However, if the company decides to delay the disclosure of inside information, a list of insiders is established for the information in question. Persons with access to inside information concerning Eagle Filters Group are immediately entered in the list of insiders.
Eagle Filters Group complies with the closed window principle prior to the publication of results. During the closed window, persons discharging managerial responsibilities at Eagle Filters Group (members of the Board of Directors, the CEO or their deputies and members of the Executive Board) and persons participating in the preparation of financial reports may not trade in financial instruments issued by the company.
The closed window begins 30 days before the publication of the company’s interim report or financial statements bulletin and ends the day after the announcement of the results.
Auditor
According to Eagle Filters Group Oyj’s Articles of Association, external auditing verifies that the financial statements give correct and sufficient information on the company’s financial performance and financial position during the financial period. The auditor submits an auditing report required by law to the company’s shareholders together with the company’s annual financial statements. Audits during the financial period are reported to the Board of Directors.
The auditor is elected by the General Meeting of shareholders. The auditor’s term of office covers the financial period during which he or she is elected and ends at the closing of the next ordinary General Meeting of shareholders following his or her election.
The principal auditor for the company has since 2020 been the audit firm KPMG Oy, with Mr. Petri Kettunen, APA, as the principal auditor.
Articles of Association
1 § COMPANY NAME AND DOMICILE
The trade name of the company is Eagle Filters Group Oyj, in Swedish Eagle Filters Group Abp and in English Eagle Filters Group Plc. The domicile of the company is Helsinki.”
2 § LINE OF BUSINESS
The line of business of the company is to conduct energy and resource efficient technology related business as well as development and production of thereto-related products, services and content, administration and development related operations and consulting. In addition, the company may own, purchase and sell securities, own real estates as well as conduct financing and other investment activities.The company may carry out the business mentioned above directly or through subsidiaries, associates or participating companies.”
3 § SHARES
The company’s shares are included in the book-entry securities system.
The company may have series K and series A shares. Each series K share confers twenty (20) votes and each series A share confers one (1) vote in a General Meeting of shareholders. In other respects, the rights conferred by the company’s shares are equal.
A series K share can be converted to a series A share upon demand by the shareholder to the Board of Directors with the conversion ratio 1:1.
4 § BOARD OF DIRECTORS
The company has a Board of Directors comprising a minimum of one (1) and a maximum of six (6) ordinary members. In case the Board of Directors has fewer than three (3) ordinary members, one deputy member shall be elected.
The term of office of the members of the Board of Directors ends at the closing of the next ordinary General Meeting of shareholders following their election.
5 § REPRESENTING THE COMPANY
In addition to the Board of Directors, the company can be represented by the President and CEO and the chairman of the Board of Directors, each separately, or by two members of the Board of Directors together. The Board of Directors may authorize a member of the Board of Directors or another person to represent the company.
6 § NOTICE OF A GENERAL MEETING AND ATTENDANCE
A notice to a General Meeting of shareholders shall be sent to shareholders by publishing the notice on the company’s website or in another provable way no earlier than three (3) months and no later than three (3) weeks before the date of the General Meeting, however, no later than nine (9) days before the record date denoted by the Finnish Limited Liability Companies Act of the General Meeting. The record date is eight (8) days before the date of the General Meeting.
The Board of Directors may at its discretion decide that in order for shareholders to have the right to attend a General Meeting, shareholders shall register with the company no later than the registration date given in the notice of the General Meeting, which can be no earlier than ten (10) days before the General Meeting.
The General Meeting can be held either in the company’s domicile or in the city of Stockholm in Sweden.