Teollisuuden Voima Oyj (TVO) is a
public limited liability company owned by Finnish industrial and energy
companies (Pohjolan Voima Oyj, EPV Energia Oy, Fortum Power and Heat Oy, Loiste
Holding Oy, Kemira Oyj and Oy Mankala Ab). In accordance with the Company's
Articles of Association, TVO engages in the construction and acquisition of
power plants and power transmission equipment and generation, transmission and
delivery of electricity to the shareholders under the terms and conditions laid
down in the Articles of Association.
Under
its Articles of Association, TVO supplies electricity to its shareholders at
cost (so-called Mankala principle), which means that it delivers the electricity
it has produced or procured to its shareholders in proportion to their
shareholdings in each TVO series. Each of the shareholders of each series bears
their share of the variable and fixed annual costs as specified in detail in
the Articles of Association. The shareholders have concluded a mutual
shareholders' agreement, which contains more detailed regulations on corporate
governance.
In
accordance with TVO's Articles of Association, each shareholder's share of the
liability for the annual costs will always be limited to the amount
corresponding to the proportion of its shareholding to all shares belonging to
the same series, and another shareholder's failure will not increase the
shareholder's liability based on shareholding. Only the Company has the sole
right to call upon the responsibility of the shareholders defined in the
Articles of Association. The shareholders are not liable for costs other than
the costs of the Company mentioned above, unless otherwise agreed. The
cost-price principle is described in detail in the Articles of Association and
in the Notes to the consolidated financial statements.
Because TVO is a non-listed
public company applying the cost price principle, it observes the Corporate
Governance Code for listed companies
1)
where applicable. However, TVO is not obligated to observe the Corporate
Governance Code nor therefore its Comply or Explain principle. According to 7 §
of 7th chapter of the Securities Markets Act
(746/2012), the issuer of a security subject to public trading
must provide a corporate governance statement in its annual report or
separately.
1)The TVO Corporate Governance
Statement 2018 complies with the Finnish Corporate Governance Code which came into
effect on January 1, 2016. The Code was prepared in accordance with the
so-called Comply or Explain principle meaning that a listed company shall
comply with all recommendations of the Code. However, a listed company may
depart from individual recommendations provided that the departures are
reported and explained. The Finnish Corporate Governance Code is available at https://cgfinland2.fi/en/.
