Corporate Governance

In organizing its administration, Partnera complies with the Finnish Limited Liability Companies Act, as well as the regulations of the Nasdaq First North Growth Market Finland trading venue. In accordance with the Limited Liability Companies Act and the company’s articles of association, Partnera’s administration is divided between the General Meeting, the Board of Directors and the CEO.

General Meeting

Shareholders participate in the administration and monitoring of the company through the decisions made in the General Meeting. The Board of Directors usually calls the General Meeting. An extraordinary General Meeting must also be held if a General Meeting to handle a specific matter is requested in writing by the company’s auditor or by shareholders who represent at least one tenth of the company’s total shares.

Management

Partnera’s CEO and CFO are responsible for the operative management of the company. The CEO is appointed and dismissed by the company’s Board of Directors.

Board of Directors

The company’s Annual General Meeting decides on the number of members of the Board of Directors and the grounds for compensation of travel costs. It also elects the members and Chairman of the Board of Directors, as well as the Vice Chairman, in accordance with the company’s articles of association. According to the company’s articles of association, the Board of Directors comprises a minimum of three and a maximum of seven full members. The term of the members of the Board of Directors ends with the conclusion of the first Annual General Meeting following the election.

Partnera’s Board of Directors is responsible for the administration and proper organization of the company’s operations. The Board of Directors directs and monitors the company’s acting management, appoints and dismisses the CEO, and is responsible for the other tasks required of it by the articles of association and the Limited Liability Companies Act or other.

The Shareholders’ Nomination CommitteeThe task of the Shareholders’ Nomination Committee is to prepare a proposal for the General Meeting on the members of the Board of Directors and their remuneration, as well as to find successor candidates for the members of the Board.

The Shareholders’ Nomination Committee

The Shareholders’ Nomination Committee is made up of the company’s three largest shareholders, who each appoint one representative to the committee. The right to appoint members representing the shareholders is held by the three largest shareholders, who are registered in the company’s shareholder register on October 31 of the calendar year preceding the Annual General Meeting. If a shareholder does not wish to exercise their right of appointment, the right of appointment is given to the next largest shareholder, according to the shareholder register, who does not otherwise have the right of appointment. The majority of the Nomination Committee’s members must be independent of the company. The committee also includes the Chairman of the company’s Board of Directors as an expert member.

The Chairman of the Board of Directors is the one to call the Nomination Committee together, and the committee will elect a chairman from among themselves. The Nomination Committee has a quorum when the majority of members are present. As a rule, the Shareholders’ Nomination Committee must submit their proposal for the company’s Board of Directors by the end of February, and always at latest four weeks before the General Meeting of the year when the Annual General Meeting is to be held.