Detection Technology Plc (“DT”) is a public limited company registered in Finland and it has offices in Finland in Espoo and Oulu. Detection Technology Group is comprised of the parent company Detection Technology Plc, and its subsidiaries in Beijing, PR China, Hong Kong and Billerica (greater Boston area) USA. The tasks of the corporate bodies of DT are defined in accordance with the laws of Finland and the tasks of the corporate organs of the subsidiaries are defined in accordance with the laws of their respective operating country.

As the shares of DT are not listed on the NASDAQ OMX Helsinki Main Market, the Finnish Corporate Governance (CG) Code adopted by the Securities Market Association and effective as of October 1, 2010 does not apply by default to DT. However, DT strives to observe the recommendations of the CG Code in its operations. The CG code has been prepared in accordance with the so-called Comply or Explain principle, meaning that a company may depart from an individual recommendation, but in this case, it must disclose such a departure and provide an explanation for doing so.

 

DT deviates from CG code recommendation that both genders are to be represented on the Board of Directors (Recommendation 9 – Number, composition and competence of the directors), as this has not been necessary considering the requirements of the operation and the development stage of the company.

The company pursues to elect Board members whose competence and profile match the current and prospect business needs of the company. In its election process, the company has considered both male and female candidates, and chosen amongst them the most adequate candidates by above-mentioned arguments.

DT’s President and CEO is in charge of ensuring that the Board members have necessary and sufficient information on the company’s operations.

Related to decision-making and governance, DT complies with the company’s Articles of Association, the Finnish Companies Act and other applicable legislation. In addition, the company complies with the recommendations of NASDAQ OMX Helsinki Ltd, as well as NASDAQ OMX Helsinki Ltd’s Guidelines for Insiders. The Foreign subsidiaries comply with local legislations.

The General Meeting of Shareholders is the highest decision-making body in DT. The responsibilities of the Board of Directors of DT are based on the Finnish Companies Act and defined in DT:s Articles of Association. The President and CEO is responsible for day-to-day management of DT, which consists of managing and controlling the company’s business in accordance with decisions and instructions issued by the Board of Directors and, assisted by the group’s Management Group, the Group-level operative activity.

Detection Technology’s first CG Statement as required by Recommendation 54 of the Finnish CG Code has been published in early 2016 in connection with the annual report. The statement is updated annually.

Remuneration Committee

The Board has established a Remuneration Committee in their meeting held on July 29, 2015. In this meeting the Board elected the members of Remuneration Committee. The Remuneration Committee consists of three members, Mr Andreas Tallberg, Mr Henrik Roos and Mr Petri Niemi.

Audit Committee

The Board has established an Audit Committee in their meeting held on July 29, 2015. In this meeting the Board elected the members of Audit Committee. The Audit Committee consists of two members, Mr Heikki Allonen and Mr Ari Saarenmaa.

The Finnish Corporate Governance Code is publicly available, for example, on the website of the Finnish Securities Market Association.