ATRIA PLC
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CORPORATE GOVERNANCE STATEMENT
financial statements
Atria Annual Report 2022
The Board of Directors has deemed that the following
members of the Board are dependent of
Atria: Seppo Paavola, Jukka Kaikkonen, Ahti Ritola,
Pasi Korhonen and Kjell-Göran Paxal. These
members are either full-time farmers who have – or
are members of the operative management
of
a company that has – a customer, supplier or cooperation relationship with
Atria Group that is
significant for the entrepreneur/company in question.
Of the Board members, Ahti Ritola is a member
of the Board of Directors of Itikka Co-operative,
a
significant shareholder, and Pasi Korhonen and Jukka Kaikkonen are
members of the Board of
Directors of Lihakunta, a significant shareholder. They are therefore
dependent of a significant
shareholder. Seppo Paavola is a member of the Supervisory Board
of Itikka Co-operative, a
significant shareholder. Membership of the Supervisory Board of a significant
shareholder alone
has not been deemed to constitute dependence of
a significant shareholder. The members of the
Board of Directors are obliged to provide the
Board with information sufficient to assess their skills
and independence and to notify the Board of
any changes to the information.
5.4 Principles concerning the diversity of the Board of
Directors and the Supervisory Board
Diversity is part of Atria’s responsible business operations.
When planning the composition of
Atria’s Board of Directors and/or Supervisory Board, diversity
is considered from a variety of
perspectives, and the company’s development needs
and the scope of its business operations
are
When selecting the members of the Board of Directors
and/or Supervisory Board, the goal is that
the members’ broad-based expertise and the composition
of the Board support the development
of Atria’s current and future business operations. A constructively
questioning and challenging
Board of Directors and Supervisory Board create
added value for the company’s operations. This
also brings diversity to their work. Atria seeks
to promote the selection of members who are as
qualified as possible and have broad and
varied experience in various fields and to ensure
that
candidates of both genders have equal opportunities
to be selected on the Board. Atria’s goal is to
ensure that both genders are represented on
the Board of Directors and the Supervisory Board,
and that the representative of the minority gender
is given preference if two candidates are equally
competent. In addition to the aforementioned areas,
the selection considers the candidates’ ability
to spend a sufficient amount of time on their Board duties.
5.4.1. Diversity of the Board of Directors
The selection aims to ensure that the Board has
core competence from a variety of fields within
the value chain of Atria’s business operations, a wide
range of experience of entrepreneurship and
business activities, as well as know-how and
understanding of international business required by
the company’s strategy. Rather than every member of the Board being qualified
in all of the
aforementioned areas, the aim is that every Board
member possesses some skills in one or more
of the aforementioned areas. The diversity of
the Board of Directors is furthermore supported
by
the members’ other complementary skills, their training
and experience from different occupational
fields and industries, as well as by a consideration
of the Board members’ age and gender
distribution. In addition to the aforementioned areas,
the selection considers the candidates’ ability
to spend a sufficient amount of time on their Board duties.
5.4.2 Diversity of the Supervisory Board
When selecting members of the Supervisory Board,
the goal is to consider their expertise in
the
meat industry and its various types of production.
Diversity is also ensured by selecting members
who represent various areas of Finland. In addition,
the age and gender distribution of the
members of the Supervisory Board are considered, along
with other skills that support the Board’s
work.
5.4.3. Implementation of the diversity principles
To achieve the goals for the principles on diversity, the company has sought and seeks to actively
communicate these goals to Atria’s shareholders. During the
2022 financial year, two members of
the Board of Directors were
women, and the other members were
men, meaning that the minority
gender represented 25% of all Board members.
During the 2022 financial year, two members of
the Supervisory Board were women, and the other
members were men, meaning that the minority
gender represented 10% of all Supervisory Board members.
The share of women in the
Supervisory Board has grown compared to the previous
year. The company’s goal of both
genders being represented has therefore been
met. The company’s other goals concerning the
diversity of the Board of Directors and the
Supervisory Board have also been met with regard
to
the Board members’ in-depth knowledge of the meat
business and commercial and industrial
operations, and the Supervisory Board members’
expertise in the meat industry and various types
of production, as well as geographical representation.
6. Board Committees
The Board of Directors may decide to establish
committees to handle duties designated by the
Board. The Board confirms the committees’ rules of
procedure.
The Board of Directors has one committee: the
Nomination and Remuneration Committee. The
Board of Directors appoints the members of
the Committee from among its members in
accordance with the Committee’s rules of procedure. The
Committee has no autonomous
decision-making power. The Board of Directors makes decisions on
the basis of the Committee’s
preparations and proposals. The Committee reports
regularly to the Board of Directors, which
supervises the operations of the Committee.
The aim of the Nomination and Remuneration
Committee is to prepare the CEO’s, the Deputy
CEO’s and the management’s terms of employment, ensure objective
decisionmaking, promote
the achievement of the company’s goals through bonus schemes,
increase the company’s value
and ensure that bonus schemes are transparent
and systematic. The aim of the Nomination
and