Governance and management

Kemijoki Oy’s governance and management

Kemijoki Oy is committed to complying with the principles of sound corporate governance and the Finnish legislation. In addition, Kemijoki Oy’s governance and decision-making are guided by the Articles of Association, the hydropower production sharing agreement among A series shareholders, the goals and principles of the company’s operations and the rules of procedure of its governing bodies, as well as the Finnish Government’s latest decision-in-principle regarding the state’s ownership policy. The Company also complies, where applicable, with the Corporate Governance Code approved by the Finnish Securities Market Association unless the Articles of Association provide otherwise.

Kemijoki Oy’s governing bodies include the Annual General Meeting, Supervisory Board, Board of Directors, CEO and Executive Board. Kemijoki Oy’s registered office is located in Rovaniemi. The company operates in the field of hydroelectricity production in Finland and carries out business operations related to that field.

Voimalohi Oy, an affiliate company of Kemijoki Oy and PVO-Vesivoima Oy, is responsible for the fish planting obligations imposed on its owners at the Kemijoki and Iijoki areas and at Lieksanjoki, while also developing and executing actions related to migratory fish restoration.

Annual General Meeting, Supervisory Board and Board of Directors

The highest decision-making body of Kemijoki Oy is the Annual General Meeting. The company has a Supervisory Board, whose duty is to supervise the management of the company, led by the Board of Directors and the CEO, and to instruct the Board in far-reaching and important matters of principle. Kemijoki Oy’s Board of Directors is in charge of the governance and organisation of the company’s activities in compliance with legislation, Annual General Meeting and the Articles of Association.

  • Annual General Meeting

    The highest decision-making body of the company is the Annual General Meeting. The Annual General Meeting is organised annually by the end of June either in Rovaniemi or Helsinki. The invitation to the Annual General Meeting is sent by the Board of Directors. The invitation is sent to the company’s shareholders as a registered letter which is sent to the shareholders listed in the shareholders’ register not earlier than two months and not later than a week before the record date of the Annual General Meeting. An extraordinary Annual General Meeting is organised when the Board of Directors deems it necessary or if it is otherwise legally required.

  • Supervisory Board

    According to Kemijoki Oy’s Articles of Association, the main task of the Supervisory Board is to supervise the company’s administration managed by the CEO and the Board of Directors and to provide guidance for the Board of Directors in far-reaching and fundamentally important matters. In addition, the Supervisory Board provides the Annual General Meeting with a statement regarding the financial statement and the accounting report. The Supervisory Board typically convenes once during the spring term and once during the autumn term, and more often if needed.

  • Board of Directors

    Kemijoki Oy’s Board of Directors is in charge of the administration and organisation of the company’s activities in compliance with legislation, Annual General Meeting and the Articles of Association. In accordance with its rule of procedure, the Board of Directors

    • approves the company’s strategy
    • guides and supervises Kemijoki Oy’s operations
    • approves the organisation structure
    • appoints the members of the Executive Board
    • decides on the remuneration of the CEO and executives

CEO and Executive Board

The CEO is responsible for managing the day-to-day administration in accordance with the instructions and regulations given by the Board of Directors. The CEO is chosen by the Board of Directors.  The Executive Board assists the CEO in managing the company’s administration and implementing its strategy.

Operating Committee

The Operating Committee is a supporting function for Kemijoki Oy’s CEO, acting as an advisor in technical matters related to hydropower production.

Kemijoki Oy’s CEO acts as the Chairman of the committee. Hydropower shareholders appoint hydropower production and technology experts to the Operating Committee. The Board of Directors approves the composition of the committee.

The meetings of the Operating Committee, communication between its members, and other operations adhere to Kemijoki Oy’s operation guidelines and principles, dictated by competition law.

Risk management

The goal of risk management is to ensure the continuity and development of the company’s operations and to support the company in achieving its strategic and financial goals. The aim is also to ensure the safety of the company’s operations, property, personnel and environment.

The Board of Directors reviews the company’s most significant risks and related instructions annually. The Board also decides on risk management’s strategic outlines and central guidelines.

The CEO is responsible for the organisation of risk management. The Executive Board assesses risks comprehensively on an annual basis. Each of Kemijoki Oy’s functions is responsible for identifying, assessing and managing risks falling within its purview, as well as implementing risk management in practice.