Corporate Governance
This site serves to provide key information about our corporate governance policies. These policies provide a framework for the proper operation of our company, consistent with our shareholders' best interests and the requirements of the law.
Stonesoft Oyj, the parent company of the Group is registered in Finland and domiciled in Helsinki, Finland. In the administration and management of the company, Stonesoft Oyj applies the laws of Finland, the company's Articles of Association, and the rules of procedure of the company's Board of Directors and its committees. Stonesoft also applies the Corporate Governance recommendations for listed companies prepared by the NASDAQ OMX Helsinki Ltd, the Central Chamber of Commerce and the Confederation of Finnish Industries EK. Stonesoft also applies the insider guidelines of the NASDAQ OMX Helsinki Ltd.
Due to the public tender offer published on 6 May 2013 and completed thereafter, McAfee Suomi Funding LLC (“McAfee”) owns more than 95% of the shares and and voting rights in Stonesoft. McAfee has announced it has initiated compulsory redemption proceedings for the remaining Stonesoft shares under the Finnish Companies Act. In addition, McAfee’s intention is to cause the shares of Stonesoft to be delisted from NASDAQ OMX Helsinki. Due to the changes in shareholdings, the compulsory redemption proceedings and the intended delisting, Stonesoft complies to the corporate governance recommendations for listed companies with the following exceptions: recommendations 9 and 14.
The CEO is responsible for the operative management of Stonesoft with the assistance of the Executive Management. The Executive Management convenes regularly and all issues addressed in the meetings and related decisions are recorded in the meeting minutes.
The responsibilities of the Executive Management include, among others:
- Business operations management and financial performance review globally
- Annual strategic planning and implementation of the strategy
- Preparation and processing of adjustment plans that are crucial for the Group’s business operations
- Preparation of global guidelines and standards of activity applicable in the Group as well as supervision of compliance with them
Principles on compensation system targeted to the CEO of the company and other management and the relating decision-making procedure
The Board of Directors determines the compensation of the CEO. The CEO determines the compensation of other management. The salary paid to the members of the Executive Management having profit responsibility consists of a fixed salary and a commission and other members have a fixed salary.