Applicable rules and regulations
Neova Oy is a Finnish non-listed limited liability company whose decision-making and management comply with the applicable legislation, such as the Finnish Limited Liability Companies Act, the Finnish Accounting Act and the company’s Articles of Association (Appendix 1) as well as the Shareholders’ Agreement between the company’s owners. In addition, Neova Oy complies with the Government Resolution on the handling of Corporate Governance matters in publicly owned and affiliated companies issued by the Ownership Steering Department of the Prime Minister’s Office (“Government Resolution on the State Ownership Policy, available at https://vnk.fi/en/government-ownership-steering/ownership-policy/data-bank) and, where applicable, the Securities Market Association’s Finnish Corporate Governance Code, which took effect on 1 January 2020 (“Corporate Governance Code”, available at https://cgfinland.fi/en/corporate-governance-code/).
The company’s Articles of Association (Appendix 1) include a redemption clause. Pursuant to the redemption clause, if a share is transferred to an outside party, other than one that exercises control over a shareholder of the company, the other shareholders shall have the right to redeem the transferred shares.
The company publishes this Corporate Governance Statement annually together with the annual report and management report.
Divisions and business functions
Neova Group’s operations consist of the Grow&Care division, the Fuels & Real Estate division, the New Businesses division, the Supply Chain Management function and the Group Services function. The Grow&Care division specializes in growing media, recycling, the wholesale of peat raw material and the production and sale of bedding peat. The Fuels & Real Estate Development division specializes in the production of solid fuels as well as developing of land owned by Neova for subsequent land uses such as wind and solar power. The New Businesses division consists of Neova Innovation that focuses on the development of new products from peat and other natural materials and Novactor, which is a forerunner in the activated carbon market. The Supply Chain Management function is responsible for Group wide peat asset management and peat production and supply, strategic and tactical management of sourcing & logistics and Group wide sustainability management and development including occupational safety, environment and quality management for each of the Group’s divisions and sustainability reporting. The Group Services function consists of HR, Finance & Business Control, ICT, Communications & Public Affairs and Legal Services & Internal Audit for the entire Group. Each division and function is responsible for its operations throughout Neova Group’s operating countries and subsidiaries.
Neova’s governing bodies
The highest decision-making power in Neova is exercised by the shareholders at the General Meeting. The management of the Group is the responsibility of the Board of Directors appointed by the General Meeting and the CEO appointed by the Board of Directors. The work of the Board of Directors and CEO is supervised by the Supervisory Board appointed by the General Meeting. The Group Management Team and other senior management assist the CEO in his duties. The Board of Directors decides on the Group’s governance systems and ensures that the company observes good corporate governance.