Corporate governance

Governing bodies

Helen Ltd’s decision-making bodies that are in charge of its governance and operations are the Annual General Meeting, the Board of Directors and its two committees (the Appointments and Rewards Committee and the Audit Committee), the CEO supported by the Management Group and, in matters that concern the entire Group, Helen’s Extended Management Group.

Annual General Meeting

The highest decision-making power is exercised by the Annual General Meeting. The Annual General Meeting decides on matters that fall within its competence according to the Limited Liability Companies Act and the Articles of Association, including the adoption of the financial statements, the use of the profits shown on the balance sheet, discharging the members of the Board of Directors and the CEO from liability, the remuneration of the members of the Board of Directors and the auditor, and the number of members of the Board of Directors. The Annual General Meeting also elects the chairperson and members of the Board of Directors and, if necessary, the auditor and deputy auditor.

According to the Articles of Association, the Annual General Meeting shall also consider divestments and acquisitions of business operations, or part thereof, when they are of significance to the Group formed by the company, and significant and far-reaching investments.

Shareholder’s Nomination Committee

The owner of the company has a permanent Shareholder’s Nomination Committee. According to its charter, the Shareholder’s Nomination Committee is tasked with annually preparing proposals to the Annual General Meeting regarding the number of members of the Board of Directors, the members to be elected to the Board of Directors, and the fees paid to the members of the Board of Directors. The Shareholder’s Nomination Committee is also tasked with preparing proposals on the chairperson and vice-chairperson of the Board of Directors. The Shareholder’s Nomination Committee may also make proposals to the Annual General Meeting on other matters that fall within the competence of the Annual General Meeting. The Annual General Meeting may also decide on other tasks to be assigned to the Shareholder’s Nomination Committee.

Board of Directors

The Board of Directors sees to the administration of the company and the appropriate organisation of its operations (general competence). The Board of Directors is responsible for the appropriate arrangement of the control of the company accounts and finances. The Board of Directors carries out the tasks that fall within its competence in accordance with the Limited Liability Companies Act, the Articles of Association and other legislation concerning the company.

Among other duties, the Board of Directors:

• prepares and approves the strategy and monitors its implementation
• confirms the company’s values and ethical principles
• approves the annual operating plan and financial plan and monitors their implementation
• approves the sustainability programme
• approves the Group’s interim reports, consolidated financial statements and report of the Board of Directors, and the parent company’s financial statements
• confirms the Group’s policies and key operating guidelines
• confirms the internal audit operating principles and audit plan
• confirms the company’s key organisational structure and management system
• decides on the Group’s financing

The general task of the chairperson of the Board of Directors is to lead the work of the Board of Directors so that its duties are performed effectively and appropriately. If the chairperson is unable to carry out their duties, the duties are carried out by the vice-chairperson. A self-assessment of the work of the Board of Directors is conducted annually by an external party.

The Board of Directors may establish committees or working groups as necessary for its activities. Decisions on the duties and operating principles of committees and working groups, and their number of members and composition, are made in connection with establishing the committees or working groups. Committees and working groups do not have independent decision-making power. Instead, the Board of Directors makes decisions based on preparatory work carried out by the committees. The Board of Directors has established an Audit Committee and an Appointments and Rewards Committee.

CEO

Helen Ltd’s CEO is Olli Sirkka.

In accordance with the Limited Liability Companies Act, the CEO sees to the executive management of the company in accordance with the instructions and orders given by the Board of Directors (the CEO’s general competence) and is responsible for ensuring that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.

Helen Ltd’s Management Group

The CEO is supported by the Management Group, which includes the CEO, the Senior Vice Presidents in charge of the company’s businesses and Group functions, and the CEO of Helen Electricity Network Ltd. The composition of the Management Group is confirmed by the Board of Directors. The CEO acts as the chairperson of the Management Group.

The task of the Management Group is to establish a shared view of the company’s development and support the CEO in the execution of the strategy and the management of the company.

Auditor

The auditor is BDO Oy. The principal auditor is Marko Tiilikainen, Authorised Public Accountant.

Remuneration

The remuneration policy of Helen Ltd’s owner, the City of Helsinki, guides the CEO’s pay and total remuneration. The Board of Directors decides on the Management Group’s pay and total remuneration. The management’s total remuneration is audited by an independent party.

Remuneration of the Board of Directors

The Annual General Meeting decides on the remuneration to be paid to the members of the Board of Directors and the Board’s Committees for one term of office at a time. The remuneration of the Board of Directors consists of annual fees and meeting attendance fees, which are paid as follows:

Annual fees

Chairman: EUR 9,600 per year
Vice-chairman: EUR 7,500 per year
Members: EUR 7,500 per year

Meeting attendance fees

Chairman: EUR 800 per meeting
Vice-chairman: EUR 640 per meeting
Members: EUR 640 per meeting

Remuneration of the company’s management and personnel

The Board of Directors decides on the personnel’s performance bonus principles. The company’s Management Group decides on the weights and scales of the personnel’s performance bonus indicators.

CEO

The CEO’s pay and total remuneration are aligned with the City of Helsinki’s remuneration policy. The total salary does not include a long-term incentive programme, a signing bonus or a retirement benefit. The CEO has an opportunity to earn a non-recurring bonus, which, in accordance with the City’s guidelines, equals a maximum of one month’s salary per year. The CEO’s annual performance bonus equals a maximum of four months’ salary. In 2023, the CEO’s total salary was EUR 30,000 per month. The CEO’s total salary is reviewed annually in connection with the financial statements.

Performance bonus indicators

A performance bonus is paid to the personnel and management if they meet the criteria set for the bonus and are entitled to it. The performance bonus consists of two elements: common and personal indicators. For most employees, the weight of common indicators is 75 per cent and that of personal indicators is 25 per cent. In 2023, the performance bonus indicators of the CEO, the Management Group and the personnel were the company’s financial result, digital customer encounters and brand consideration. In addition, the climate target tied to the Science Based Targets initiative had a 20% weight. The supervisors’ performance bonus indicators were management performance and management-related indicators (360-degree evaluation or eNPS).

In 2023, the personnel’s annual median earnings were EUR 68,906. This figure includes all employees whose employment relationship has been in force for the whole year, except for the CEO. Earnings of persons with long absences have not been included in the figure.

Commitments

Our operations are guided by the following international initiatives and frameworks:

• Science Based Targets
• UN Global Compact
• UN Sustainable Development Goals
• UN Guiding Principles on Business and Human Rights
• ILO Declaration on Fundamental Principles and Rights at Work
• Energy efficiency agreements that enact the EU’s Energy Efficiency Directive

The following standards are applied in our operations:

• ISO 14001 standard on environmental management systems: Helen Ltd’s electricity production, the production and distribution of heating and cooling as well as fuel procurement are certified in accordance with the ISO 14001 standard on environmental management systems.
• ISO 45001 standard on occupational health and safety management systems: Helen Ltd’s and Helen Electricity Network Ltd’s occupational health and safety management system is certified in accordance with the ISO 45001 standard on occupational health and safety systems.

In addition, our work is guided by the policies that apply to the entire Helen Group:

• Code of Conduct
• Risk management policy
• Procurement policy
• Sustainability policy
• Competition law policy
• Financing and investment policy
• Personnel policy
• Helen Ventures’ investment policy
• Internal audit guidelines

Helen’s Board of Directors approved the corporate governance principles including policies on 22 March 2024. The policies are complemented by operating principles and guidelines. Helen’s policies are audited and, if necessary, updated annually in the constitutive meeting of the Board of Directors.

We have also drawn up a Supplier Code of Conduc (PDF) that is based on Helen’s Code of Conduct. We require our suppliers to commit to our Supplier Code of Conduct.

Helen has an ethical reporting channel that anyone can use to anonymously report suspicions of misconduct. The channel is managed by an external and independent party.

Internal control

The Board of Directors ensures that the company has defined operating principles for internal control and that the scope of internal control is monitored in the company. The operational management is responsible for the organisation and adequacy of the company’s internal control. Internal control is part of Helen’s management system and supports the systematic and successful execution of the strategy. Rather than being a separate function, internal control is a built-in part of the company’s operating processes and day-to-day activities.

Risk management

Risk management is a systematic and proactive approach to identifying, analysing and managing the uncertainties related to operations. Helen’s risk management policy defines the targets, procedures, responsibilities and reporting methods related to risk management. The application of the risk management policy and the related responsibilities are documented in detail in the risk management operating principles and the Group’s other policies and risk management manuals that are in line with the operating principles. The aim of risk management is to ensure the security of supply of energy, as well as maintain and grow Helen Group’s value with a long-term view.

The Report of the Board of Directors includes an assessment of the most significant risks and uncertainties. Significant near-term risks and uncertainties are also described in interim reports and financial statements releases.

Internal audit

The purpose of the internal audit is to assess whether the company’s internal control and risk management are appropriately organised and functioning as intended. Audit activities must create added value by contributing to the continuous improvement of operations.

An internal audit plan is drawn up annually. It is reviewed by the Audit Committee and approved by the Board of Directors. The internal audit function prepares the audit plan in cooperation with the company’s management. The audit is targeted at areas identified as important with regard to the assessed risks and the company’s objectives at any given time. The audit plan is reviewed with the management every six months to ensure that the plan is up-to-date and appropriate. If necessary, proposals for amendments to the audit plan are made for approval by the Audit Committee.

The internal audit prepares a six-monthly summary report for the Audit Committee on audits performed, the most significant observations, the recommendations issued, the actions agreed upon and their implementation. An annual report is prepared for the Board of Directors on the activities of the internal audit.