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OTHER INFORMATION TO BE PROVIDED IN THE STATEMENT
Company insiders and insider administration
In its operations, the company complies with regulation EU No. 596/2014 on market
abuse (MAR) and the Finnish Securities Markets Act, as well as related regulations
and guidelines issued by the European Securities and Markets Authority (ESMA),
the Finnish Financial Supervisory Authority and Nasdaq Helsinki.
The company’s Board of Directors has confirmed the company’s insider guidelines
based on Nasdaq Helsinki’s guidelines for insiders. The insider guidelines define
certain practices and decision-making procedures to ensure that the company’s
insider administration is organized consistently and reliably.
The company divides insiders into two categories: a) managers with a reporting
obligation; and b) project-specific insiders. Managers with a reporting obligation
include members of the Board of Directors, the CEO and members of the Group
Management Team. Managers with a reporting obligation cannot trade in the
company’s financial instruments during a period before the publication of the
company’s interim reports and financial statements releases, starting 30 days
before the publication of the interim reports and financial statements releases
(“closed window”). Project-specific insiders cannot trade in the company’s financial
instruments before the project in question has ended.
In addition, the company has decided that persons who are party to the preparation
and drawing up of the company’s interim reports and financial statements releases
cannot trade in the company’s financial instruments during a period before the
publication of the company’s interim reports and financial statements releases,
starting 30 days before the publication of the interim reports and financial statements
releases (“expanded closed window”). The expanded closed window also applies
to persons who, as a result of their work-related tasks, have access to the group’s
sales figures or to sales figures of a business unit that is significant for the total
results of Scanfil Group as a whole.
As a result of the entry into force of MAR, the company no longer has any public
insiders. From July 3, 2016, the company will publish, in a stock exchange release,
all transactions with company shares carried out by managers (“PDMR”, person
discharging managerial responsibilities) with a reporting obligation and their related
parties in the company’s financial instruments in accordance with MAR.
Related-party transactions
Principles of monitoring and assessing Scanfil plc’s related-party transactions
The principles of Scanfil plc’s related-party transactions define the principles and
processes by which the company identifies its related parties and monitors related-
party transactions, assesses the nature and terms of business transactions, and
ensures that any conflicts of interest are addressed appropriately in the company’s
decision-making processes. The Board of Directors monitors and assesses related-
party transactions continuously and regularly.
The company’s related parties
The company’s related parties cover individuals and entities close to the Group’s
companies as defined in the International Financial Reporting Standards (IFRS),
approved in accordance with the IAS Regulation referred to in Chapter 1, Section 4
d of the Finnish Accounting Act.
The company’s related parties include its subsidiaries and the company’s key
management employees, consisting of the Board of Directors, the CEO and the
Group Management Team, as well as their family members. Related parties also
include companies in which the aforementioned individuals hold control.
List of related parties
The company maintains a list of individuals and entities regarded as its related parties
to identify related-party transactions. The company ensures that the company’s
management is provided with sufficient related-party guidelines.
The company’s internal related parties are identified by maintaining and updating
the list of related parties. Each individual and entity identified as a related-party
is entered in the list of related parties, including details of their connection to the
company as a related-party, such as shareholdings in other entities. Each related-
party is required to report or otherwise bring, on their own initiative, potential conflicts
of interests to the attention of the executive management.
Identifying related-party transactions
Related-party transactions are identified, and a register of agreed activities is
maintained. The following procedures apply to the identification of related-party
transactions:
• The company maintains a list of entities regarded as related parties.
• The person who approves related-party transactions on the company’s behalf
verifies that assessments and decision-making processes regarding related-
party transactions are in compliance with defined criteria.
•
If it becomes apparent in connection with the preparation of a related-party
transaction that the related-party transaction is not related to the company’s
ordinary course of business or it is not carried out on arm’s-length terms, the
preparation of the transaction is handled by the Group Administration.
•
In addition to the identification procedures followed by the company, individuals
and entities regarded as related parties must ensure that related-party
transactions are entered in the register of related-party transactions and carried
out following the appropriate decision-making process.
Monitoring related-party transactions
The company monitors and assesses how agreements and other legal transactions
between the company and its related parties comply with the requirements set
for ordinary activities and for arms-length terms. Information on related-party
transactions will be requested regularly from related parties, at least in conjunction
with regular reporting.
Assessing related-party transactions and decision making
The company’s main criterion for related-party transactions is that it is sufficiently
ensured that related-party transactions comply with market terms and are favorable
for the company’s business operations.
When preparing decisions on related-party transactions, it must be considered that (a)
decisions are based on particularly careful preparations and appropriate clarifications
and assessments; (b) preparations, decision-making and the assessment and
approval of individual transactions are arranged considering provisions of conflicts
of interests regulations and the appropriate decision-making body; and/or (c) the
identification, reporting and control related to transactions have been arranged
appropriately, for example, so that the company’s related-party transactions are
monitored in accordance with the reporting practices followed by the company.
Related-party transactions are assessed according to the categories to which each
transaction belongs. These include:
ORDINARY RELATEDPARTY TRANSACTIONS
As a rule, ordinary related-party transactions must be part of the company’s regular
business operations, and they must be carried out following arms-length terms.
Related-party transactions are entered in the register of related-party transactions
so that the company can report its related-party transactions as required in IFRS.
The ordinality and arm’s-length terms of the transaction shall be assessed and
documented for such ordinary related-party transactions that are not performed
on standard terms or at standard pricing or for transactions with a value exceeding
EUR 5,000. Ordinary commercial terms may vary in different situations.
The ordinary nature of related-party transactions in relation to Scanfil Group’s
business operations are assessed on the basis of the company’s purpose, the
industry and other provisions listed in the company’s Articles of Association, and
the company’s actual operations.
Related-party transactions that are associated with the company’s standard
agreements or agreements provided generally for customers within the framework
of standard pricing, and related-party transactions that have a value of less than
EUR 5,000 can be approved following the one-over-one principle. Other ordinary