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Bittium Annual Report 2021
Corporate Governance Statement
CLO ensures that the Group´s corporate
governance practices comply with the
law and that legal matters of the Group
are handled appropriately, in particular the
contractual risks relating to business op-
erations.
Internal Audit
The Company has no specific internal au-
dit organization. This is taken into account
in the content and scope of the annual au-
dit plan. On the one hand, external auditing
focuses on specific areas, in turn, to be au-
dited, and on the other hand, on separately
agreed priority areas.
Insider Guidelines
The Company adheres to the Insider Guide-
lines for Listed Companies prepared by Nas-
daq Helsinki Ltd (previously NASDAQ OMX
Helsinki Ltd, OMX Nordic Exchange Helsin-
ki Ltd, and Helsinki Stock Exchange), the
Central Chamber of Commerce, and the
Confederation of Finnish Industries. The
Company has complemented the Guide-
lines by its internal insider guidelines. The
insider and trading guidelines approved by
the Company include regulations on insid-
ers, publication, and postponement of the
publication of inside information, prohibited
use of inside information, insider registers, a
duty of notification of managers´ and their
closely associated persons´ transactions,
and personnel´s own trading with the Com-
pany´s financial instruments. The purpose
of the guideline is to explain the content of
the guideline published by Nasdaq Helsin-
ki Ltd and other regulations and restrictions
relating to the matter and to unify and coor-
dinate the processing of insider and trading
matters within the Company.
The managers of the Company must com-
ply with the EU Market Abuse Regulation´s
prohibition on dealing in the Company´s
financial instruments (closed period). In
accordance with the Company´s Board
of Directors´ decision, the Company has,
in addition, determined certain time pe-
riods during which persons taking part in
the preparations of the Company´s finan-
cial reporting and other persons who have
access to information about the Compa-
ny´s financial status are prohibited to trade
the Company´s financial instruments. The
purpose of the trade restrictions is to con-
trol the trading of the Company´s financial
instruments and thereby increase trust in
the Company and the operation of the se-
curities market. Trading with the Company´s
financial instruments is completely prohib-
ited for the aforementioned persons for a
period of 30 days before the publication of
earnings information of the Company. The
most common publications are the release
of the business review and the half-year re-
port as well as the release of the Company´s
financial statements. The restriction applies
also to any possible preliminary informa-
tion regarding the financial statements, and
business review, and half-year report.
Persons included in a project-specific in-
sider register are prohibited from all trading
and business transactions until the project
has expired or has been publicly announced.
If the project falls upon another listed com-
pany or may affect the price of the finan-
cial instruments of another listed company,
the project-specific insiders have no right
to trade with such a company´s financial
instruments.
The Company voluntarily maintains on its
website a list of the financial instruments
owned by the Company´s managers or by
the institutions operating under the author-
ity of the managers. The list is updated on
the last day of each month.
Related Party
Transactions
The purpose of the Company’s Guidelines
on Related Party Transactions is to ensure
that any business transactions involving
persons belonging to the Company’s related
parties are made independently and based
on market terms. This also applies to busi-
ness transactions that otherwise may raise
suspicions on whether the transaction was
made on market terms. The Company as-
sesses and monitors that any related party
transactions promote the purpose and in-
terests of the Company and are commer-
cially justified and overall in the best inter-
ests of the Company and that any conflicts
of interest are duly taken into account when
making decisions on related party transac-
tions.
According to the definition in the Limited Li-
ability Companies Act, a related party trans-
action is not part of the company’s ordinary
course of business or is made in deviation
from customary commercial terms. These
kinds of related party transactions are un-
customary in the company’s business. In
addition to the general monitoring concern-
ing related party transactions, the Company
prepares a special report on transactions
that are not part of the Company’s ordinary
course of business or are made in deviation
from customary commercial terms.
The Company has defined its related par-
ties according to the IAS 24.9 standard and
maintains an up-to-date register of major
business transactions between the Com-
pany and its related parties, the parties, and
the key terms of such transactions. The in-
formation about the related parties is col-
lected annually from the persons belonging
to the Company’s related parties and serv-
ing the Company. The Company monitors
possible related party transactions as a part
of its internal control. Roles and responsibil-
ities regarding internal control are described
on the Company’s internet site. In addition,
the above-mentioned persons are obliged
to notify the Company’s related party ad-
ministration of any related party transac-
tions which have come to their knowledge.
Such notification must be made without
delay after receiving such information. The
transactions are considered major if their
total amount exceeds € 20,000 during the
financial period.
The Company’s related party register is not
public, and any information entered in it will
not be disclosed to third parties, with the
exception of any authorities and the audi-
tor entitled to receive such information. Any
major transactions to be performed with
the Company’s management and its relat-
ed parties shall be approved by the Board
of Directors.
The Company discloses the related party
transactions relevant to the shareholders
at the latest when the transaction is bind-
ing on the Company. The principles of the
Guidelines on Related Party Transactions
are observed throughout the Bittium Group
and in the decision-making concerning all
of the Group companies.