Evli’s decision making, management and operations are guided by the company’s values and internal operating policies. Evli Bank Plc and its subsidiaries are governed in compliance with the company's Articles of Association and the rules, instructions and provisions of NASDAQ OMX Helsinki and the Financial Supervisory Authority and the obligations regarding listed companies laid out in Finland’s Limited Liability Companies Act, Securities Markets Act and other legislation.
In addition, Evli complies with the Finnish Corporate Governance Code mutatis mutandis* approved by the Securities Market Association. More about the code can be read at www.cgfinland.fi/en
The ultimate decision-making power in Evli Bank is vested in the General Meeting, at which shareholders participate in the steering and supervision of the company. General Meetings are held at least once a year.
In addition to the general meeting of shareholders, Evli’s governance structure comprises of the Board of Directors and the CEO. In the operative management of the company, the CEO is assisted by the Group Executive Team.
Evli Bank’s Board of Directors is primarily responsible for the Evli Group’s risk management, and confirms the risk management policies, the Group's risk limits and other guidelines governing how risk management and internal oversight is to be organized.
*Deviation: Recommendation 15 – Appointment of Members to a Committee: Due to the limited number of members in the Board, The Compensation Committee consists of two members and the company deviates from the recommendation of the Corporate Governance Code regarding the minimum number of members of the committees.
1 § The Company’s Business Name and Domicile
The Company’s business name is Evli Pankki Oyj, in Swedish Evli Bank Abp and in English Evli Bank Plc. The Company is domiciled in Helsinki.
2 § Line of Business
The company practices activities permissible to a deposit bank as defined in the Act on Credit Institutions which includes offering investment and ancillary services as defined in the Act on Investment Services.
3 § Office
The company’s activities are practiced in the headquarters and in possible branch offices and offices acting under the head office. In addition, the company may have branch offices abroad that act under the supervision of the board of directors.
4 § Shares
The Company has series A shares and series B shares. The shares have no nominal value.
Each A share confers twenty (20) votes at the general meeting of shareholders and each B share one (1) vote.
An A share can be converted into B share by using a one to one (1:1) conversion ratio. This can be done on the request of the shareholder and in the case of nominee registered shares, on the request of the custodian entered in the book-entry system.
A written demand concerning conversion addressed to the company must state how many shares are to be converted and the book-entry account in which the book-entries corresponding to the shares shall be entered.
The company may request that an entry restricting the shareholder's right of transfer the period of the con-version procedure shall be entered in the book-entry account of the shareholder. The company shall notify the trade register of the changes in the number of shares in the share classes. The conversion request can be made at any time, but not after the board of directors has made a decision to convene the general meeting of shareholders. A request made between said decision and the following general meeting of shareholders shall be considered as delivered and it will be dealt with after the general meeting of shareholders and the possible record date following it. The shareholder will be charged a fee to the company for carrying out the conversion decided by the board of directors.
Trade register notification regarding the conversion will be done at least twice a year at a time decided by the board of directors.
A demand concerning the conversion can be cancelled up and until a notification regarding the conversion has been delivered to the trade register.
After the cancellation, the company will demand removal of the possible entry regarding restriction on the shareholder’s right of transfer from the book-entry account.
A share will be converted into B share when a record of this has been made in the trade register.
Implementation of the conversion will be notified to the party who has presented the conversion demand and to the book-entry registrar.
The board of directors will, if necessary, decide on more detailed process.
5 § Book-Entry System
The shares of the company are registered in the book-entry system.
6 § The Duties of the Board of Directors and Compositions
The company’s board of directors comprises of a minimum four (4) and a maximum of eight (8) members whose term of office shall end at the conclusion of the first ordinary general meeting of the shareholders following the election. The board of directors shall annually at the first board meeting held following the ordinary general meeting of the shareholders a board chairperson and vice-chairperson from among the board members for a term expiring at the election held after the conclusion of the first following ordinary general meeting.
7 § Managing Director
The company has a managing director elected by the board of directors. The company’s board of directors may elect a deputy managing director.
8 § Representing the Company
The Company is represented by two (2) members of the board of directors and the managing director jointly. The board of directors may authorize other named persons to represent the company two jointly or jointly with a member of the board of directors. In addition, the board of directors may grant a power of procuration to represent the company so that the holder of the right of procuration may represent the company together with a member of the board of directors or a person whom the board of directors has given the right to represent the company.
9 § Auditors
The company has one (1) auditor and one (1) deputy auditor or alternatively the auditor is one (1) approved public auditing company. All the auditors shall be auditors or a public accounting company approved by the Central Chamber of Commerce of Finland.
The auditor’s term of office ends at the conclusion of first ordinary general meeting of shareholders held following the appointment.
10 § Notice to the General Meeting of Shareholders
A notice to the general meeting of shareholders shall be published on the company’s web page and as a stock exchange release not earlier than three (3) months before the record date of the general meeting of shareholders and not later than three (3) weeks prior to the meeting. The notice shall, however, be announced at least nine (9) days before the record date of the general meeting of shareholders. The board of directors may at their discretion decide to announce about the general meeting of shareholders in one or several newspapers.
11 § Registration to Attend
In order to participate in the general meeting of shareholders, a shareholder must notify the company of the intention to attend the meeting at the date mentioned in the notice to convene which can be no earlier than (10) days before the meeting.
12 § The Annual General Meeting of Shareholders
The annual general meeting of shareholders must be held yearly, on a date decided by the board of directors, before the end of June.
The annual general meeting of shareholders shall:
Present:
13 § Financial year
The company’s financial year is a calendar year.
14 § Disputes
Any disputes relating to the application of the Companies Act, shall be settled through arbitration instead of the district court in accordance with the arbitration rules of the Arbitration Board of the Central Chamber of Commerce by one arbitrator.
The arbitration proceedings shall take place in Helsinki.
Updated: November 16.11.2015
The purpose of the disclosure policy is to define the internal and external practices related to communications and investor relations that Evli Bank Plc (hereinafter “Evli” or “the company”) will observe in external communications. Evli complies with EU legislation in its communications, for example the EU Market Abuse Regulation (“MAR”), the instructions and provisions of NASDAQ OMX Helsinki and the Financial Supervisory Authority, and the obligations regarding listed companies laid out in Finland’s Limited Liability Companies Act, Securities Markets Act and other legislation.
Evli Bank Plc’s Board of Directors approved the disclosure policy on April 24, 2017.
The purpose of Evli’s disclosure policy is to ensure that all parties operating on the markets have access, simultaneously and without delay, to harmonious, relevant and sufficient information on the factors that affect the value of Evli’s share. All communications are also based on Evli’s values and the company’s own administration principles.
Evli observes the following principles in providing information to the markets:
The CEO is responsible for the monitoring and interpretation of Evli’s disclosure policy. The company’s CEO, CFO and IR Manager bear the operating responsibility for the practical implementation of the disclosure policy. The ultimate decision-making power regarding external communication is vested in the Board of Directors, which approves and confirms the disclosure policy.
Releases that are published as stock exchange releases and that are covered by the regular and any other duty of disclosure are approved by the company’s Board of Directors. Other stock exchange releases and press releases are approved by the CEO or, if unavailable, by the CFO.
The financial reports and any complementary materials that are covered by the regular duty of disclosure are compiled by the CFO, with the assistance of the financial organization. Stock exchange releases and any related complementary materials are prepared by the IR Manager together with the financial organization and the business areas’ management before submitting drafts to be decided upon by the CEO or Board of Directors. Predetermined releases regarding the transactions of the company's managers and their closely associated persons can be approved by the IR Manager.
Evli’s main information channel for investor information is the company’s website (www.evli.com), which is equally available to all investors. The purpose of the website’s investors section is to distribute correct and up-to-date information on Evli as an investment, and it is divided into several subsections. The “investors” section contains information intended for shareholders and analysts about the company’s shares, financial performance, ownership and administration, and other materials for investors. All Evli’s releases are available on the website for at least ten years after their publishing.
To ensure the equal and simultaneous distribution of information, the company makes information it uses at investor and analyst meetings available on the website in the most real-time manner possible.
Evli employs social media in its communications. Social media is never the primary communications channel when the publication of information that is subject to the duty of disclosure or other new information is in question. The role of social media is to support other channels and to distribute information published in official channels. Evli has internal guidelines on the use of social media in the company’s communications.
The company’s official reporting languages are Finnish and English. All stock exchange releases and other official materials are published simultaneously in both reporting languages. Evli also publishes a Swedish summary of its interim reports and financial statements.
The company’s releases are divided into two categories: stock exchange releases and press releases. The release category is selected based on the relevance and importance of the information and in accordance with the company’s internal guidelines.
Within the framework of the regular and other duty of disclosure and without undue delay, the company publishes all decisions and matters that concern its operations that may have a material effect on the value of the company’s share in a stock exchange release.
The reports covered by the regular and continuous duty of disclosure include key information about financial status, earnings and their development. Evli regularly publishes the following information as a stock exchange release:
The Company also publishes as a stock exchange release all decisions and matters that concern the company and its operations that may have a material effect on the value of the company’s share, but that don’t fall under the regular and continuous duty of disclosure.
This information may include, for example:
The company also provides notification through stock exchange releases about:
Inside information which directly concerns Evli is disclosed as soon as possible, and business that contains inside information is communicated to the market at the moment that it is considered to become inside information.
In accordance with the provisions of MAR, Evli may delay disclosure of information if all the following conditions are met: (i) immediate disclosure is likely to prejudice Evli’s legitimate interests, (ii) delay of disclosure is not likely to mislead the public, and (iii) Evli is able to ensure the confidentiality of that information.
If Evli Bank deems that inside information might exceptionally concern the preservation of the stability of the financial system, Evli Bank must notify the Financial Supervisory Authority of its intention to delay disclosure of the information and obtain the Financial Supervisory Authority’s permission for the delay.
In press releases, the company provides information about events related to its business operations that do not meet the requirements set for stock exchange releases, but that are assessed as having news value or are otherwise deemed to be of interest to the company’s stakeholders.
Evli prepares the financial reports it publishes regularly in compliance with IFRS. Evli reports at Group level. The company also has three operating segments, which are Wealth Management and Investor Clients, Advisory and Corporate Clients, and Group Operations, which supports these. Evli reports on the operational development of its businesses regularly.
Financial reports published regularly are always preceded by a silent period that starts 30 days before the date of publication of the next financial report. During this time, Evli does not give any comments regarding the company’s financial status, the markets, or the future outlook. During the silent period, the representatives of the Group’s senior management do not meet investors, analysts or other market operators, and do not give interviews regarding the company’s financial status. The dates of the profit reporting and silent periods are published in the investor calendar on Evli’s investor relations page.
If an event during the silent period requires immediate publication, Evli will publish the information without delay in accordance with regulations regarding the duty of disclosure, and may comment on the event in question.
Evli reports about the company’s financial development, development of profitability, balance sheet status and financial status and outlook primarily in its interim reports, including the financial statements bulletin. The reports include the figures from the beginning of the current year to the end of the review period, the figures for the previous quarter, and comparison figures for both periods. The interim reports also report on the assets under management and their development, significant events during the review period, risks and substantial uncertainty factors, and the future outlook.
The annual report is published annually no later than three weeks before the Annual General Meeting. The general section of the annual report includes information on the company’s main events during the year under review and the CEO’s review. The financial statements section of the annual report is divided into the consolidated financial statements and the parent company’s financial statements. The financial statements contain the income statement, balance sheet, cash flow statements and notes to the financial statements, for example. The official audited consolidated financial statements are available on Evli’s website (www.evli.com) no later than three weeks before the Annual General Meeting.
In conjunction with the strategy process, Evli’s Board of Directors determines the company’s financial objectives and assesses the need for change. Changes in financial objectives are notified with stock exchange releases or in conjunction with interim reports.
Evli reports about its future outlook by giving an annual estimate of probable future developments in the Board of Directors’ report, which is published in a stock exchange release. Evli also evaluates its future development in interim reports and financial statements bulletins. Because of the poor predictability of the financial markets, the company does not give detailed earnings forecasts, but strives to provide a general picture of the future outlook to the best of its ability.
Evli follows the markets’ earnings expectations. Evli does not correct analysts’ forecasts and does not comment on the company’s valuation or share price performance. If market expectations and predictions diverge substantially from the estimates given by the company, Evli will pay special attention to the accuracy of its communications and on explaining its earnings logic.
Evli will publish a profit warning without delay if the company is of the opinion that its financial position and/or future outlook will diverge substantially, either positively or negatively, from information published by the company earlier, and such a divergence may have a substantial effect on the value of the company’s share.
A decision to issue a profit warning is based on information previously provided by Evli, and the reigning market conditions are also taken into account when doing so. The decision on issuing a profit warning is made by the company’s Board of Directors.
Evli strives to reply to media queries as quickly as possible and to meet media representatives actively. Evli’s communications team coordinates media meetings. Evli’s senior management or other company representatives participate in the meetings, depending on the subject. The objective of the meetings is to provide background information on Evli, its operations and its operating environment.
Discussions with the media are based on market information that has previously been published by Evli or that is otherwise generally available. In individual statements, information that diverges from information previously published by Evli or complementary information that may form new relevant information when combined with previously published information must not be provided.
Only authorized persons may issue public statements related to Evli. Only the CEO, CFO, and Chairman of the Board may comment about Evli’s strategy, earnings, financial objectives and their development.
Evli has also appointed representatives who have the right to issue statements in the name of the company. The named representatives are:
The IR Manager is responsible for media relations.
The CEO or other company management do not comment on matters that concern the company’s Board of Directors. The Board of Directors is represented by the Chairman of the Board.
Evli’s representation in social media is determined in the internal guidelines on the use of social media.
Evli will strive to respond to investors’ and analysts’ questions without delay, and meets them regularly to tell them about the company, its operating model, strategy and financial performance. The IR Manager prepares the presentation materials for the meetings, carries out market and owner monitoring, and collects investor feedback for use by the company’s Board of Directors and management. The discussions of the investor meetings are based on information that has already been published or is generally available on the market, and new information that may affect the value of the company’s share is not revealed.
Evli does not generally comment on rumors circulating on the markets, share price performance, the operations of competitors or business partners, or analysts’ estimates, unless it is essential to rectify relevant and clearly incorrect information that could have a substantial effect on the value of the company’s share.
In the company, events and situations in which an information leak could take place are monitored internally. Care is taken to avoid information leaks in all insider projects. If confidential information regarding Evli and information that has a substantial impact on the value of the company’s share is leaked, the company will issue a release on the matter without delay. In this case, the CEO will make the final decision on the publication of the information.
In matters related to inside information, Evli observes applicable legislation, for example MAR and the regulations of the Financial Supervisory Authority. Evli observes a 30-day closed period before profit reporting, for example interim reports, semi-annual reports and financial statements. During this time, members of Evli’s Board of Directors and Executive Group and other Evli employees who participate in the preparation of these profit reports may not buy or sell securities issued by Evli.
The company prepares a list of insiders regarding all projects that contain inside information. Insiders will be notified of their insider status in writing, and the obligations affecting insiders will be communicated to them.
A more detailed description of the insider administration is available on the company’s website (www.evli.com).
Evli has a separate contingency plan for crisis situations. The contingency plan contains a crisis communications plan that is updated regularly. In the event of a crisis, the company’s CEO must be notified of the matter without delay. Based on the scope and nature of the crisis, the company’s CEO will appoint a crisis management group to take care of the situation and communications.
Evli publishes its Corporate Governance Statement annually.
These Evli Group (“Evli”) Ethical Principles approved by Evli Bank’s Board of Directors outline the general principles and guidelines related to Evli’s operations and practices that each person involved in the governance of the Evli Group must adhere to, regardless of his/her position, role or workplace. It is also the responsibility of the Board of Directors of each company in the Evli Group to see that these ethical principles are adhered to in the companies of the Evli Group.
It is the responsibility of each supervisor to ensure that these ethical principles are known and applied in his/her area of responsibility. It is the responsibility of the business units to decide whether more detailed guidelines are in some respects necessary.
Non-compliance with or neglect of these ethical principles, or any regulations, procedures and guidelines that come into force later, may lead to disciplinary measures against the person(s) violating these principles, regulations, procedures or guidelines.
Evli’s objective is to be the leading Finnish private bank and Evli’s mission is to help clients increase their wealth. Evli offers a comprehensive range of products and investment and wealth management services, backed by robust professional skills.
Evli’s goal is that each conceived product and service solution meets an individual client’s needs and benefits him/her over the long term. Evli is constantly developing its employees’ professional skills to ensure that Evli remains at the head of the pack and can offer innovative, market-savvy solutions.
Evli’s operations are founded on entrepreneurial spirit, well-working relationships, and continuous learning and development. Integrity and transparency characterize Evli’s everyday work. Evli’s employees undertake their responsibilities honestly and loyally, and behave correctly towards clients, officials, the general public and other stakeholders, as well as to colleagues.
In organizing its operations, Evli applies the principles of good corporate governance while complying with all applicable laws, official regulations, and approved policies and guidelines.
While Evli’s goal is primarily to gain a good return on clients’ investments, it also considers environmental and social factors in its investment and corporate activities. Evli strives, through responsible investment, to promote transparency and open dialogue between clients and its investment professionals.
Evli’s business idea is to provide clients with a versatile, high-quality service. Evli makes sure that it knows its clients and is familiar with their businesses and financial status to the extent required by the client relationship. Furthermore, Evli is committed to executing orders in such a way that the client’s best interests are always the top priority. Employees must be constantly aware that they are representing Evli when they work with clients. They must always act professionally and in a way that treats clients as equals. If there is any possibility of a conflict of interest arising between Evli and the client, every attempt must be made to identify and prevent it in advance, or, if such a conflict has already occurred, the client must always be treated fairly (see section 8, Conflicts of Interest).
In identifying and becoming familiar with its clients, Evli complies with the regulations and procedures valid at any given time. More detailed instructions and procedures are given in the Board of Directors’ approved policy on identifying and knowing clients and in the related internal guidelines.
Client feedback and complaints are always taken seriously. Client complaints are dealt with immediately, as laid down in Evli’s procedural guidelines and process concerning client complaints.
Communications with all stakeholders, including business partners, competitors and the authorities, must be constructive and respectful.
Evli takes responsibility for its operations and chooses its partners carefully to ensure the high quality and continuity of operations. We insist on our partners’ compliance with the law, official regulations and the applicable operational guidelines. Our partners must act in conformity with Evli’s ethical principles. All outsourcing follows procedures laid down in separate outsourcing guidelines.
Evli has a written Human Resources Policy that outlines the central policies in the various sectors of HR management affecting the Evli Group. Competent and highly motivated personnel are essential for Evli’s continued existence, growth and development. Evli’s goal is to produce added value for its clients, and this is furthered by creating a flexible, efficient and well-balanced work community characterized by innovation and the willingness to adapt and achieve change.
One of the main duties of senior management is to attend to, maintain and develop the competence of the employees, and to proactively contribute to employee health, endurance and work satisfaction. Implementation of the HR Policy requires dedicated effort from the employer and all employees to achieve and sustain an open, correct, and trustful atmosphere.
In our work community we respect and consider each other’s needs, because we are cooperating to achieve the company’s common goals. Evli treats all its employees even-handedly and fairly, independent of gender, nationality, age, religion, political affiliation, etc.
Evli Group has an incentive system covering the whole personnel. The purpose of the incentives is to motivate employees to implement the Group’s strategy and ensure profitable growth.
The implementation of business strategies is also ensured by continuous training. All Evli employees should have the opportunity to learn and develop themselves, provided they take personal responsibility for their own learning and progress. Continuous training and support for supervisors is also a permanent feature of Evli’s training policy.
Evli’s employees do not offer, solicit or accept improper gifts, trips or payments. Separate internal guidelines exist for cases of representation and business gifts.
The same principles apply to Evli’s internal communications as to communications with clients. Internal service and cooperation must be flexible and must take Evli’s overall interests into account.
Employees’ own investment activities must comply not only with the binding regulations, but also with the need for ethical behavior. In all situations the client’s interests must be primary and may not be trampled on. Evli employees shall not pursue their own financial interests, and all their decisions must hold up under public scrutiny. When investing their own assets, employees must take full account of the trading rules and restrictions laid down in separate guidelines.
Secondary jobs or positions of trust that are external to the employment relationship with Evli must not influence the employee’s ability to perform his/her work and must not weaken the clients’ trust in Evli.
Each Evli employee is a part of compliance, risk management and the quality chain. Any problems related to compliance with laws and regulations, risk management or quality must be reported as quickly and accurately as possible to the responsible persons or to one’s own supervisor. Falsifying or withholding information is not appropriate or permissible under any circumstances.
Evli has also facilitated whistleblowing through a separate “whistleblowing procedure”. If an employee suspects that unethical behavior or actions in violation of laws, regulations, official guidelines or Evli’s own internal guidelines have occurred, he/she may initiate a whistleblowing procedure in accordance with separate guidelines.
At Evli, internal communication is part of a well-functioning work community. At the unit and top management levels, communications take the form of open, face-to-face dialogue. Email is mainly used for one-on-one and small group communication. For matters of interest to the whole group, the communications department maintains an internal information network, the Evli Intranet. News concerning the Group is uploaded on the Intranet daily and acts as a general source of information. Employees are urged to read the Intranet daily to be fully informed on matters affecting the Group.
The vital elements of Evli’s external communications are coherence and consistency. The goal is for all communications to reflect Evli’s policies. The information disclosed must be correct and truthful, and its veracity must always be checked before publication. It is vital for Evli that external communications comply with the standards set and that they support Evli’s corporate image.
Evli encourages its personnel to participate in social media to promote the company’s corporate image. Evli’s employees are professionals in their field and highlighting this professionalism and creating visibility for the organization are important for Evli’s image. In line with Evli’s values, each Evli employee shall operate honestly and truthfully in social media. The communications in social media must also be based on openness, good taste and voluntarism.
The duty of confidentiality is always observed in Evli’s external communications, including those on social media. More detailed instructions on the standards to be upheld in external communications and on the principles and restrictions guiding the use of electronic communications are given in Evli’s internal guidelines.
Evli’s employees are bound by strict rules of confidentiality. Whenever information is exchanged or processed, Evli complies with the bank secrecy and data protection rules and regulations in force at that particular time. Any knowledge gained of a client's financial status, business secrets or other non-public matters during the course of work must not be disclosed to outsiders.
The confidentiality obligation is also observed in Evli’s internal operations, with confidential data always being handled only to the extent required to perform a work task.
Moreover, data related to Evli’s own business, employees and persons involved in governance is confidential, and the processing of such data is subject to the same rules and regulations as client data.
To fulfil its trust and confidentiality obligations, Evli complies with the Information Security Policy set by senior management. Evli’s Information Security Policy sets the requirements and defines the responsibilities for implementing information security at Evli.
A conflict of interest is an exceptional situation related to the provision of investment services between Evli and a client, for example, and that may pose a significant risk to the interests of the client. Conflicts of interest may also arise between Evli and its personnel, or between one client and another.
Evli offers clients a broad range of products and services. Although it is always possible for conflicts of interest to arise when providing investment and related services, Evli seeks with all possible means to prevent any conflicts of interest that may pose a significant risk to the interests of the client. This is done primarily by actively identifying and preventing potential conflicts of interest by organizational and administrative means. Their aim is to ensure that Evli’s executives and employees perform their duties with integrity and loyalty and execute transactions with sufficient independence to protect the interests of clients.
Evli pays special attention to identifying and preventing conflicts of interest in its investment advice, investment research, asset management, transmission and execution of orders, and in its services related to new issues of securities.
The management of conflicts of interest is dealt with not only in these Ethical Principles, but also in the Risk Management Policy, and the Policy on Identifying Clients and Preventing Money Laundering, among others. The steps taken to manage conflicts of interest vary according to the business or service in question.
If, despite the above-mentioned measures, a conflict of interest cannot be prevented, the nature of and reasons for the conflict of interest must be explained to the client prior to the execution of a transaction. The client will then independently consider whether to go ahead with the transaction despite the conflict of interest. Evli may also decline to provide an investment service if there is a conflict of interest.
The contents and relevance of the Board of Directors’ approved policy on the identification and prevention of conflicts of interest are updated regularly.
The suitability and competence of Evli Bank Plc’s Board of Directors, CEO, Deputy CEO and other persons belonging to the company’s management is assessed in accordance with the relevant regulations, both before their appointment and regularly thereafter. The procedure, involving assurances given on suitability and trustworthiness as well as certain investigations undertaken by the bank, is designed to ensure that the members of the Group’s most senior decision-making bodies constantly meet the highest demands set for independent management and also for the impeccable management of personal financial affairs.
We ask you to take into account the fact that Evli Bank Plc’s ability to offer services to states outside of the EEA or to citizens of these states may be affected by limitations related to license. Users of the website are personally responsible for any national limitations that may affect them.
Incentive
