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LEADER OF THE
REGENERATIVE
SOCIETY
Financial review 2021
Lassila & Tikanoja Plc
CORPORATE GOVERNANCE | REPORT BY THE BOARD OF DIRECTORS | KEY FIGURES | FINANCIAL STATEMENTS | Contents |
Contents
3
Corporate Governance Statement 2021
16
Report by the Board of Directors
14
Remuneration Report 2021
34
Financial statements
Corporate Governance | 2 |
Corporate Governance Statement 2021 | 3 |
Remuneration Report 2021 | 14 |
Report by the | 16 |
Board of Directors | |
Report by the Board of Directors | |
(incl. Statement of non-financial information) | 17 |
Key figures | 30 |
Key figures | 31 |
Calculation of the key figures | 33 |
Financial statements | 34 |
Consolidated income statement | 35 |
Consolidated statement of comprehensive income | 35 |
Consolidated statement of financial position | 36 |
Consolidated statement of cash flows | 37 |
Consolidated statement of changes in equity | 38 |
Notes to the consolidated financial statements | 39 |
Financial statements of the parent company | 83 |
Proposal by the Board of Directors for the use of the profit | |
shown on the balance sheet and the Auditor's Note | 95 |
Auditor's Report | 96 |
Lassila & Tikanoja | 1 | Financial review 2021 |
CORPORATE GOVERNANCE | REPORT BY THE BOARD OF DIRECTORS | KEY FIGURES | FINANCIAL STATEMENTS |
GOVERNANCE
- Corporate Governance Statement
- Remuneration Report
Lassila & Tikanoja | 2 | Financial review 2021 |
CORPORATE GOVERNANCE | REPORT BY THE BOARD OF DIRECTORS | KEY FIGURES | FINANCIAL STATEMENTS |
Corporate Governance
Statement 2021
Corporate Governance Statement
This Corporate Governance Statement complies with the Securities Market Association's Finnish Corporate Governance Code, which entered into force on 1 January 2020. Lassila & Tikanoja plc ("L&T" or "the company") presents this Corporate Governance Statement separately from the Report by the Board of Directors.This statement and other information disclosed in accordance with the Corporate Governance Code are available on L&T's web- site at www.lt.fi/en/investors/corporate-governance.
This statement has been reviewed by the Audit Committee of L&T's Board of Directors and approved by the Board.The company's auditor has verified that the statement has been issued and that the descriptions of the main features of the internal control and risk management systems relating to the financial reporting process included in the statement are consistent with the descriptions included in the financial statements. Lassila
-
Tikanoja plc is a public limited liability company that is registered in Finland and listed on Nasdaq Helsinki Ltd.
In its decision-making and administration, Lassila & Tikanoja complies with the Finnish Companies Act, other regulations governing listed companies, Articles of Asso- ciation of Lassila & Tikanoja plc, charter of L&T's Board of Directors and its committees and the rules and guidelines of Nasdaq Helsinki Ltd.
Descriptions concerning corporate governance
Annual General Meeting of Shareholders
The Annual General Meeting is the supreme decision- making body of L&T.The Annual General Meeting decides on the matters stipulated in the Companies Act, such as the acceptance of the financial statements and proposed dividend, the release from liability of members of the Board of Directors and the President and CEO, the election of the members of the Board of Directors and the auditors, and the compensation paid to them.The Annual General Meeting is held by the end of April as determined by the Board of Directors. Each share of Lassila & Tikanoja plc entitles the holder to one vote.
The notice to the meeting and other Annual General Meeting documents, including the Board of Directors' proposals to the Annual General Meeting, are disclosed to the shareholders at the latest three weeks before the meeting at the company's head office and website at www.lt.fi/en/investors/corporate-governance/general-meeting.The notice to the meeting is also disclosed in a stock exchange release.The members of the Board of Direct- ors, President and CEO, principal auditor and prospective directors attend the General Meeting, unless there are well-founded reasons for their absence.
The minutes of the General Meeting will be available on the company's website within two weeks of the
Governance structure
Auditing
Applicable legislation and
other regulation
Annual General Meeting
Shareholders'
Nomination Board
Board of Directors
Personnel and Sustainability Committee
Audit Committee
President and CEO
Group Executive Board
Internal control
Internal audit
Risk management
Group internal regulations
and guidelines
Lassila & Tikanoja | 3 | Financial review 2021 |
CORPORATE GOVERNANCE | REPORT BY THE BOARD OF DIRECTORS | KEY FIGURES | FINANCIAL STATEMENTS | Corporate Governance Statement |
Annual General Meeting.The resolutions by the Annual General Meeting will be published in a stock exchange release immediately after the meeting.
Shareholders' Nomination Board
L&T's Annual General Meeting 2020 resolved to establish a permanent Shareholders' Nomination Board for the company and confirmed the charter of the Nomination Board.The Nomination Board shall be responsible for preparing and presenting proposals covering the remuneration and number of members of the Company's Board of Directors, as well as proposals on the members of the Board of Directors to the Annual General Meeting and, where needed, to an Extraordinary General Meeting.The Nomination Board shall also be responsible for identifying successors to existing Board members.The Nomination Board shall consist of four (4) members, three (3) of whom shall be appointed by the Company's three largest shareholders, who shall appoint one (1) member each.The Chairman of the Company's Board of Directors shall serve as the fourth member of the Nomination Board.
The Nomination Board was established to operate until further notice. Its members shall be elected annually and their term of office shall end when new members are elected to replace them.The Shareholders' Nomination Board's selection process, composition and duties are described in detail in the charter, which is available at www.lt.fi/en/investors/corporate-governance/sharehold-ers-nomination-board.
Composition of the Nomination Board tasked with preparations for the Annual General Meeting 2022
The following members were appointed to the Sharehold- ers' Nomination Board of Lassila & Tikanoja on 17 Septem- ber 2021: Patrick Lapveteläinen (Chairman), representing Mandatum Life Insurance Company Limited, Miikka Mai- jala, representing a group of shareholders, Juhani Lassila, representing the Evald and Hilda Nissi Foundation, and Heikki Bergholm as the Chairman of the Board of Directors of Lassila & Tikanoja plc.The Nomination Board met four times during its term. It submitted its proposals to the Annual General Meeting on 12 January 2022.The proposals were published in the form of a stock exchange release.
Board of Directors
Composition and election of the Board of Directors
In accordance with the Articles of Association, the Board of Directors of Lassila & Tikanoja plc comprises a minimum of three members and a maximum of seven.The members of the Board of Directors are elected by the General Meeting.The term of each member of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following their election.
The Board elects a Chairman and a Vice Chairman from among its members.
Board members
The following seven members were elected to the Board of Directors by the Annual General Meeting 2021:
Lassila & Tikanoja | 4 | Financial review 2021 |
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L&T - Lassila & Tikanoja Oyj published this content on 22 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 February 2022 11:41:07 UTC.