Governance and management

The General Meeting of Shareholders, the Board of Directors and the CEO are responsible for Terrafame’s corporate governance and operations. A shareholder agreement on the use of proprietary rights and decision-making at the company has been concluded between the company’s shareholders. The terms of the agreement are consistent with predominant market practice. Terrafame Ltd is part of Finnish Minerals Group.

General Meeting

The General Meeting is held annually to confirm the company’s financial statements, decide on the distribution of profits, decide on the election of Board members and the auditor and determine their fees, and discharge the members of the Board of Directors and CEO from liability. The Chair of the Board of Directors and Vice Chair, if needed, are also elected at the General Meeting.

Latest Corporate Governance Statement (pdf)

In accordance with the Limited Liability Companies Act, Terrafame’s Board of Directors is responsible for the company’s governance and the appropriate organisation of its operations. The Board of Directors must also ensure that the company’s accounting and financial management are appropriately supervised. The Board of Directors’ role is to promote the interests of the company and its shareholders. One of the Board’s key duties is to make significant decisions related to the company’s operating principles, strategy, investments, organisational structure and finances.

According to the Articles of Association, the Board of Terrafame has between three (3) and seven (7) members. The members are elected at the Annual General Meeting for a term ending at the close of the next Annual General Meeting.

Preparation of the composition of the Board

The major shareholders of the company submit their proposals for the composition of the Board in accordance with the shareholder agreement. Thus, Suomen Malmijalostus Oy (Finnish Minerals Group) has the right to nominate candidates for up to five Board positions, and the Galena funds have the right to nominate candidates for up to two Board positions.

Diversity

The composition of the Board of Directors seeks to ensure that the Board has extensive expertise, experience and knowledge with regard to Terrafame’s production process and line of business. As Terrafame has become a producer of battery chemicals the importance of expertise in chemistry and the automotive industry and its subcontracting networks, in addition to base metal market knowledge, is highlighted in the work of the Board of Directors. This enables the Board to carry out its duties as efficiently as possible, particularly those related to the company’s strategy, finances and risk management. The Board’s diversity with respect to competence and gender enables the achievement of Terrafame’s business objectives. Both genders are represented on Terrafame’s Board of Directors.

At the end of 2022, the Board had seven members, one of whom was a woman. The Board’s composition is a representation of multidisciplinary and diverse experience in both national and international business activities. The Board members’ educational backgrounds also serve to ensure the achievement of Terrafame’s business objectives. Of the Board members, five (5) were citizens of Finland, and two (2) were citizens of Spain

Key content of the Board’s Rules of Procedure

The Board of Directors has confirmed Rules of Procedure for itself, the key content of which is described below, and which define the duties of the Board, its Chair and the Board committees. The Rules of Procedure cover the following aspects: composition of the Board of Directors, election of Board members, responsibilities of the members and the Chairman, meetings and decision-making of the Board, conflicts of interest of members, committees, self-assessment of operations and remuneration of the members. The Board of Directors covered sustainability and climate themes in its meetings during the year.

The Board’s responsibilities include:

Approving the annual operating plan, business plan and budget
Approving the financial reports, the Board of Directors’ Report and the financial statements
Preparing the remuneration policy and remuneration report
Approving the organisational structure and remuneration system
Appointing and dismissing the Chief Executive Officer
Appointing the Leadership Team
Deciding on the terms of employment and remuneration payable to the CEO and other key personnel
Appointing committee members and confirming the committees’ Rules of Procedure
Guiding and supervising the executive management
Supervising the company’s operations with respect to compliance with laws and regulations
Approving long-term objectives and strategies
Approving the company’s values and principles, as well as its practices concerning the control and risk management system
Convening the General Meeting

Board meetings

The Board of Directors has a quorum when more than half of its members participate in a meeting, either by being present or via telephone or videoconferencing. On current matters, the Board may also make unanimous written decisions by email. The Board seeks to achieve consensus in its decision-making on all occasions. If this cannot be reasonably achieved, the decisions of the Board will be made in accordance with the provisions of the Limited Liability Companies Act. According to the Act, the decisions of the Board require a simple majority. In the event of a tie, the Chair casts the deciding vote. The provisions of the Limited Liability Companies Act are observed with regard to the conflicts of interest of Board members. The Board of Directors convenes around ten times per year in accordance with an agreed schedule. If necessary, the Board will hold additional meetings. The Board assesses its activities and working methods annually.

Board committees

the Board of Directors has established two committees from among its members:

The Audit Committee assists the Board in tasks related to the organisation, monitoring and assessment of financial reporting, auditing, cash management, risk management and matters related to taxation.
The duties of the Personnel and Remuneration Committee include the assessment and preparation of Terrafame’s remuneration principles, the assessment and preparation of the appointment of the CEO and the members of the Leadership team, and the assessment and preparation of the remuneration of the management and key personnel.

Advisory committees

The Board has established three advisory committees from among its members:

The duties of the Commercial Committee include the evaluation, monitoring andplanning of commercially relevant matters of the company, as well as the acquisition of information related to them.
The duties of the Technical Committee include the evaluation, monitoring and planning of topical matters related to the company’s production, operations of the mine and the metals production plant and development projects, as well as the acquisition of information related to them.
The duties of the Finance Committee include the evaluation and monitoring of the company’s position in terms of funding and the planning and preparation of initiatives to improve the position, as well as the acquisition of information related to them.

The members of the committees are appointed in accordance with the shareholder agreement. The committees operate in accordance with separate Rules of Procedure confirmed by the Board. No independent decision-making or representation powers have been assigned to the Committees.

Lauri Ratia

Chairman of the board of directors 2015-

Matti Hietanen

Jesus Fernandez

Board member 2017-

Riitta Mynttinen

Board member 2018-

Julian Sanchez

Board member 2022–

Peter Schuhmacher

Board member 2024-

Jyrki Vainionpää

Board member 2021-

Latest Corporate Governance Statement (pdf) Latest Remuneration Report (pdf)

Seppo Voutilainen

CEO

b. 1971, M.Sc. (Eng.)

Primary work experience:

Chief Mining Officer, Terrafame Ltd

Development Director - Europe, Assistant Managing Director, Agnico Eagle

Corporate Director, Assistant Managing Director, Agnico Eagle

Program Director, Assistant Managing Director, Agnico Eagle

General Manager/Kittilä Mine, Agnico Eagle

Production Manager/Mining Operations, Yara/Kemira GrowHow

Chief Executive Officer

The CEO is responsible for the day-to-day management of the company in accordance with the guidelines and regulations issued by the Board of Directors (general authority). The CEO is responsible for ensuring the legal compliance of the company’s accounting practices and the reliable organisation of its asset management.

The CEO of Terrafame is responsible for the operational management of business operations in accordance with the strategic plans, budgets, operational plans, guidelines and regulations approved by the Board. The CEO presents operational matters to the Board and is responsible for the implementation of decisions made by the Board.

Latest Corporate Governance Statement (pdf) Latest Remuneration Report (pdf)

Terrafame’s Leadership Team assists the CEO in achieving the company’s operational and financial objectives and managing its business operations. The Leadership Team is responsible for preparing matters to be submitted to the Board for consideration, such as strategy, budgeting and major business-related investments. The Leadership Team reports to Terrafame’s CEO and has regular weekly meetings.