In each Group company, the General Meeting has the highest decision-making power. The General Meeting convenes at least once a year in an Annual General Meeting and where necessary, so as to decide on the matters for which it is responsible as per the Limited Liability Companies Act, sector-specific legislation and the Articles of Association.
Board of Directors
In each Group company, the Board of Directors performs the duties for which it is responsible as per the Limited Liability Companies Act and sector-specific legislation.
The parent company’s Board of Directors sees to the reliable organisation of the entire Group’s governance. It confirms the general principles for the organisation of the operations and risk management, as well as ensuring regularly that the principles are complied with and that they guide the operations as intended. The parent company’s Board approves the instructions and regulations to be applied within the Group, supervises the Group’s operations and management and decides on any significant matters concerning the Group’s strategy, investments, organisation, financing, risk management and capital adequacy. The Board of the authorised ICECAPITAL REAM Ltd approves the company’s internal instructions and regulations.
In accordance with the principles approved by the parent company’s Board, diversity will be promoted by finding Board members – in addition to the partners agreed on in the shareholder agreement – who have wide-ranging experience and whose skills complement the competence of those employed by the company. When Board members change, attention will also be paid to equal gender representation in order to find the best possible Board composition.
The Board of Directors performs an assessment of its composition, work and the work of its members every year.
The Board of ICECAPITAL Securities decides on the bonus and incentive scheme for the Group’s management and employees, and also approves the bonus and incentive scheme of ICECAPITAL REAM Ltd, which must comply with the Act on Alternative Investment Fund Managers and under which variable remuneration may not exceed EUR 50,000. The Board and the Annual General Meeting have approved the guidelines for the bonus and incentive scheme for ICECAPITAL Securities, which comply with the Act on Credit Institutions. Bonuses and incentives paid according to these guidelines are based on both operating income and personal performance. Potential risks, the company’s liquidity and, where applicable, the need for recapitalisation are taken into account when paying bonuses and incentives. The parent company’s Board of Directors decides on bonuses and incentives based upon the managing director’s proposal.
Variable remuneration is subject to special regulation in the financial sector in order to control risk-taking. ICECAPITAL complies with applicable rules and regulations for variable remuneration. The payment of variable remuneration exceeding EUR 50,000 is subject to rules stipulating a deferral period and payment in instruments, according to which the company has the right and obligation, on specific grounds and in compliance with rules for the retention period, to cancel the variable remuneration either in full or in part. According to a unanimous decision of the General Meeting held on 30 May 2017, variable remuneration may not be more than two years’ salary.
If the amount of variable remuneration exceeds EUR 50,000 on an annual level, 40% of the variable remuneration will be deferred to be paid over the next three years. If the amount of variable remuneration exceeds annual salary, 60% of the variable remuneration will be deferred to be paid over the next three years.
The salaries and fees paid to the Board of Directors and managing director of ICECAPITAL Securities Ltd in 2018 totalled EUR 611,028 (5 people), of which variable remuneration accounted for EUR 255,801 (3 people). The salaries and fees paid to other employees (people whose professional activity has a material impact on the risk position) in 2018 totalled EUR 1,471,722 (11 people), of which variable remuneration accounted for EUR 426,834 (11 people).
Unpaid deferred remuneration for which no right of ownership had yet arisen totalled EUR 710,634 at year-end.
Board members who are employed by the ICECAPITAL Group are not separately remunerated for their work on the Board.
The Group companies’ auditor must be a public accountant or auditing firm authorised by Finland Chamber of Commerce. According to the Articles of Association, the auditor is to be elected by the Annual General Meeting. The auditor’s term expires at the AGM that follows his or her election. In addition to preparing the annual auditor’s report, the auditors report their observations to the Board of Directors.
The company’s auditor is accounting firm PricewaterhouseCoopers Oy, with Authorised Public Accountant Pekka Loikkanen as the auditor in charge. The auditors’ fees are paid as invoiced.
Each Group company’s managing director is responsible for operational business. The managing director is tasked with implementing the decisions of the Board of Directors and organising operations in an optimal manner for the Group company.
The managing director’s duties include preparing proposals to the Board of Directors, implementing risk management in accordance with the principles decided by the Board, organising internal control and the compliance function in practice, managing operational business and organising governance, monitoring solvency, overseeing the company’s operations and key persons as well as preparing internal guidelines and controlling their adequacy and effectiveness. The Group has taken out liability insurance on behalf of the managing director.
The partner meeting serves as a strategic and operational steering group to assist the Group’s managing director and strengthens the Group’s management culture based on partner ownership. The partner meeting is attended by all of the parent company’s partners and it is held, on average, three times a year.
The ICECAPITAL Group had two business areas in 2018: investment banking and private equity fund operations.
The parent company of the ICECAPITAL Group is ICECAPITAL Securities Ltd, which engages in investment banking operations. ICECAPITAL Securities (Sweden) AB provides Corporate Finance advisory services in Sweden. ICECAPITAL REAM Ltd is the authorised manager of alternative investment funds in the private equity fund business. ICECAPITAL Real Estate Asset Management Ltd, ICECAPITAL Real Estate Asset Management 2012 Ltd, ICECAPITAL Real Estate Asset Management RPF I Ltd, ICECAPITAL Real Estate Asset Management IV Ltd, ICECAPITAL Real Estate Asset Management 2015 Ltd and ICECAPITAL Real Estate Asset Management V Oy are general partners of the ICECAPITAL alternative investment funds that are registered as limited partnerships in Finland. The Luxembourg-based ICECAPITAL Nordic Secondary GP S.A. is the general partner of the ICECAPITAL Nordic Secondary Fund S.C.A., SICAR fund and a registered manager of alternative investment funds.
The ICECAPITAL Group maintains insider registers as required by law and the Financial Supervisory Authority. A public insider register for all insiders that are required to provide information by law is maintained in the Sire system, which is maintained by Euroclear Finland Ltd. A project-specific register is established for assignments related to information that affects the value of the securities of a listed company.