Corporate Governance

Updated: March 2nd, 2022.

Trainers’ House Plc is a public limited company registered in Finland and domiciled in Helsinki. The company complies with the Finnish Corporate Governance Code for Listed Companies approved by the Finnish Securities Market Association, with possible exceptions. The complete code is available on the Internet at www.cgfinland.fi.

The diversity of the Board of Directors enables the introduction of different perspectives in decision-making, as well as the high-quality operation of the Board of Directors and promotes effective management control. Trainers’ House strives to ensure that the board is made up of responsible and skilled individuals with diverse professional and educational backgrounds, diverse experience in different markets and business areas, and more than one gender. In addition, from the company’s perspective, it is important that the Board represents expertise in areas that are important for the company’s operations and development. The decision on the election of the members of the Board of Directors is made at the Annual General Meeting. The company has promoted board diversity by electing members who meet the requirements above.

The Group’s management is governed by Finnish law and the Articles of Association, according to which control and administration are divided between the Annual General Meeting, the Board of Directors and the CEO. The highest decision-making bodies of the Trainers’ House Group are the Annual General Meeting, the Board of Directors and the CEO of the parent company Trainers’ House Plc. At the Annual General Meeting, the shareholders annually approve the company’s financial statements, decide on the distribution of earnings and the election of the members of the Board of Directors and the auditor and their remuneration. The Annual General Meeting of Trainers’ House Plc is convened by the Board of Directors.

RELATED PARTY TRANSACTIONS

In accordance with the Corporate Governance Code, the company continuously monitors and evaluates related party transactions to ensure that potential conflicts of interest are duly taken into account in decision-making. The Board of Directors makes all essential decisions regarding related party transactions and all related party transactions are made on normal market terms. All issues of disability are taken into account in the decision-making process in accordance with the legislation in force. The independent and accessible members of the Board of Directors actively monitor related party transactions together with the CFO, who oversees related party transactions in accordance with the company’s reporting requirements and policies. A related party shall not participate in the decision-making process regarding transactions that directly concern him or herself or transactions with a third party in situations where he or she has a significant interest. Related party transactions are specified in the notes to the financial statements 28.

GENERAL MEETING

At the Annual General Meeting, shareholders exercise their decision-making power in the company’s affairs. The Annual General Meeting is held within six months of the end of the financial year. The Board of Directors convenes the Annual General Meeting and decides on the place and time of the meeting. The invitation to the Annual General Meeting will be served on the company’s website no earlier than three months and no later than three weeks before the Annual General Meeting. However, the invitation must be delivered at least nine days before the record date of the general meeting.

The Annual General Meeting elects the Board of Directors and the auditors of Trainers’ House, decides on their remuneration and discharges the company’s management from liability. The matters to be discussed at the Annual General Meeting and the right of shareholders to participate are defined in the Companies Act, the Articles of Association of Trainers’ House and the notice of the Annual General Meeting. The Board of Directors convenes an Extraordinary General Meeting when it deems it necessary or when required by law.

The Annual General Meeting of Trainers’ House Plc was held on March 31st, 2021 with exceptional arrangements due to the Covid-19 pandemic. The Annual General Meeting approved the company’s financial statements for 2020 and discharged the members of the Board of Directors and the CEO from liability.