Corporate Governance
Atria Plc (“Atria” or “the company”) is a Finnish public company, and the responsibilities and obligations of its governing bodies are determined by Finnish law. The parent company, Atria Plc, and its subsidiaries constitute the international Atria Group. The company is domiciled in Kuopio
Responsibility for the administration and operations of Atria Group lies with the governing bodies of the parent, Atria Plc. These are the Annual General Meeting, the Supervisory Board, the Board of Directors and the CEO.
Decision-making and governance at Atria comply with the Finnish Limited Liability Companies Act, the Securities Markets Act, The Market Abuse Regulation, the Auditing Act and the Accounting Act and other regulations pertaining to listed companies, as well as with Atria Plc’s Articles of Association and the rules of procedure of Atria’s Board and Board committees and Atria`s Code of Conduct and internal policies. Atria is also bound by EU-level regulations and Nasdaq Helsinki Ltd’s rules, as well as by orders and guidelines issued by the European Securities and Market Authority and Financial Supervisory Authority. Atria follows the Securities Market Association’s (SMA) Corporate Governance Code, which came into effect on 1 January 2025. The Corporate Governance Code is available on the SMA website at www.cgfinland.fi.
In accordance with the ‘comply or explain’ principle, Atria departs from the recommendations of the Corporate Governance Code as follows (the execptions are explained under the relevant items):
- As an exception to recommendation 6 of the Corporate Governance Code, the term of each Board member is three years in accordance with Atria’s Articles of Association. Shareholders representing more than 50% of the voting rights have expressed their view that, for the long-term development of the company, a three-year term is good and sufficient for shareholders to assess the performance of the Board and its members, and have not seen the need to shorten the term of office under the Articles of Association.
- As an exception to recommendation 10 of the Corporate Governance Code, three of the eight members on the Board of Directors are independent of the company. The Board of Directors has assessed that five members of the Board of Directors are dependent on the Atria Group, either because they are full-time farmers who have, or are part of the executive management of another company that has, for the entrepreneur/company concerned, a significant business relationship with a company belonging to the Atria Group. The decision on the exemption has been taken at the Annual General Meeting of Atria, where the members of the Board of Directors are elected. The company considers that understanding its business requires the majority of the Board members to have a deep understanding of and commitment to the meat business and that dependence on an Atria Group company does not compromise the direction and control of the CEO or create a conflict of interest.
- As an exception to recommendation 17 and 18 of the Corporate Governance Code, one of the three members on the Nomination and Remuneration Committee is independent of the company. So far, the Board has considered it important that the Chairman and Vice-Chairman of the Board participate in the work of the Nomination and Remuneration Committee. Since the dependence of the Chairman and Vice Chairman of the Board of Directors on the company is based on the fact that they have a significant working relationship with a company belonging to the Atria Group and the Nomination and Remuneration Committee does not deal with matters related to these cooperation relationships in accordance with its rules of procedure, this dependence has not been considered to affect their activities in the Nomination and Compensation Committee.
The Corporate Governnace Statement is presented as a report separate from the Board of Director’s Report. The Corporate Governance Statement is available here on the company’s website.