Loudspring organizes its administration in accordance with the Finnish Limited Liability Companies Act. According to the act, the administration is divided between the General Meeting of shareholders, the Board of Directors and the CEO. Shareholders exercise their rights primarily in the General Meeting of shareholders that is usually convened by the company’s Board of Directors. A General Meeting of shareholders must also be convened if requested in writing by the company’s auditor or a group of shareholders whose total number of shares constitutes at least one-tenth of the number of shares issued by the company that are not in the company’s possession.
The company does not follow the Corporate Governance Code (2015) because the company does not deem it necessary in regards to the company’s size and its scope of business.
General, compliance, Swedish market
Thomas Bengtsson, Executive Chairman
IR, investor inquiries
Timo Linainmaa, CFO
Certifed Advisor contact information
Tel. +358 9 682 9500
Loudspring Insider Policy can be downloaded from here (English translation pending).
Loudspring Disclosure Policy can be downloaded from here
The company’s cross listing prospectus (First North Sweden) (April 2016) can be found here.
The company’s listing prospectus (First North Finland) listing prospectus (June 2014) can be found here.
Articles of Association
1 § COMPANY NAME AND DOMICILE
The company’s business name is Loudspring Oyj, in Swedish Loudspring Abp and in English Loudspring Plc. The company is domiciled in Helsinki, Finland.
2 § LINE OF BUSINESS
The company’s line of business is to engage in economic activities related to resource efficiency and related creation of services and content, administration and development tasks, and consulting. In addition, the company can own, buy and sell securities, own real estate, and engage in financing and other investment activities. The company may engage in the aforementioned activities either directly or through subsidiaries, associated companies or other companies in which it participates as an owner.
3 § SHARES
The company’s shares are included in the book-entry securities system.
The company may have series K and series A shares. Each series K share confers twenty (20) votes and each series A share confers one (1) vote in a General Meeting of shareholders. In other respects, the rights conferred by the company’s shares are equal.
A series K share can be converted to a series A share upon demand by the shareholder to the Board of Directors with the conversion ratio 1:1.
4 § BOARD OF DIRECTORS
The company has a Board of Directors comprising a minimum of one (1) and a maximum of six (6) ordinary members. In case the Board of Directors has fewer than three (3) ordinary members, one deputy member shall be elected.
The term of office of the members of the Board of Directors ends at the closing of the next ordinary General Meeting of shareholders following their election.
5 § Representing the company
In addition to the Board of Directors, the company can be represented by the President and CEO and the chairman of the Board of Directors, each separately, or by two members of the Board of Directors together. The Board of Directors may authorize a member of the Board of Directors or another person to represent the company.
6 § Notice of a General Meeting and attendance
A notice to a General Meeting of shareholders shall be sent to shareholders by publishing the notice on the company’s website or in another provable way no earlier than three (3) months and no later than three (3) weeks before the date of the General Meeting, however, no later than nine (9) days before the record date denoted by the Finnish Limited Liability Companies Act of the General Meeting. The record date is eight (8) days before the date of the General Meeting.
The Board of Directors may at its discretion decide that in order for shareholders to have the right to attend a General Meeting, shareholders shall register with the company no later than the registration date given in the notice of the General Meeting, which can be no earlier than ten (10) days before the General Meeting.
The General Meeting can be held either in the company’s domicile or in the city of Stockholm in Sweden.
Board of directors
The Board of Directors takes care of the company’s administration and the appropriate organization of its operations determined by the Finnish Limited Liability Companies Act and other applicable legislation. The Board of Directors is also responsible for the appropriate organizing of the company’s accounting and control of its asset management. In addition, the Board of Directors’ task is to promote the good of the company and all its shareholders by planning the company’s business operations in a way that produces the best possible return on capital invested in the company in the long term.
MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS
The board consists of the following members: Thomas Bengtsson (chairman), Matti Vuoria, Lassi Noponen, and James Penney.
The task of the CEO is to manage and develop Loudspring’s business operations in accordance with the Finnish Limited Liability Companies Act and the instructions and directives by the Board of Directors. The CEO may undertake measures that are unusual and wide-ranging with regards to the size and quality of the company’s operations only by authorization by the Board of Directors, or when there is not sufficient time to wait for the board’s decision without causing material harm to the company’s operations. The CEO is responsible for the compliance of the company’s accounting with the law, and the reliable organization of its asset management. The CEO is also responsible for financial planning and controlling the implementation of significant operational decisions. The CEO reports to the Board of Directors and prepares matters for the meetings of the Board of Directors.
Lassi Noponen is the CEO of Loudspring since May 2018 and as a member of the Board since February 2010. Earlier he was Managing Director of Proventia Group Oy 2000–2006 and one of Proventia Group Oy’s founders. In addition, he has worked as a partner and director responsible for mergers and acquisitions at Evli Corporate Finance Oy 1999–2000, and before that, in several management posts at Neste Corporation 1992–1999, most recently as Corporate Controller. By education, Mr. Noponen is a Master of Law and M.Sc. (Mgmt) from London Business School.
External auditing verifies that the financial statements give correct and sufficient information on the company’s financial performance and financial position during the financial period. The auditor submits an auditing report required by law to the company’s shareholders together with the company’s annual financial statements. Audits during the financial period are reported to the Board of Directors.
The auditor and the Board of Directors meet at least once a year. The auditor is elected by the General Meeting of shareholders. The auditor’s term of office covers the financial period during which he or she is elected and ends at the closing of the next ordinary General Meeting of shareholders following his or her election.
The principal auditor for the company has since 2014 been the audit firm Deloitte Oy, with Mr. Aleksi Martamo, APA, as the principal auditor.
General Meetings of shareholders
The ordinary General Meeting of shareholders is the highest decision-making body of the company. The company’s Board of Directors convenes the General Meeting annually within six months of the end of the financial period. As stipulated in the Finnish Limited Liability Company Act, the ordinary General Meeting decides on the adoption of the financial statements, the use of profits shown on the balance sheet, the granting of release from liability to the members of the Board of Directors and the President and CEO, the number of members of the Board of Directors, as well as the remuneration of the members of the Board of Directors and the auditor/s.
The General Meeting also elects the members of the Board and the auditor, and resolves any other matters included in the notice of the meeting.