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 Directors of the licensed ICECAPITAL REAM Ltd., for its part, approves the internal guidelines and regulations.
According to the principles approved by the Board of Directors of the parent company, diversity on the Board is promoted by seeking as Board members, in addition to the partners agreed in the shareholders’ agreement, persons with diverse, wide-ranging experience, whose skills complement the competencies of those employed by the company. As board members change, gender balance is also taken into account in order to find the best possible Board composition.
The Board conducts an annual evaluation of its composition, its work and the work of its members.
The Group has liability insurance for the Board of Directors and all those who exercise decision-making power within the Group.
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 has approved the guidelines for the bonus and incentive scheme for ICECAPITAL Securities. 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. Sustainability risks are also taken into account when paying bonuses and incentives according to the bonus and incentive schemes. Remuneration is not separately dependent on meeting certain ESG criteria.
According to EU’s Regulation on the prudential requirements of investment firms (EU 2019/2033), ICECAPITAL Securities belongs to the group of small and non-interconnected investment firms. Rules concerning a deferral period and payment in instruments are not applicable to investment firms belonging to this class.
Before the EU’s Regulation on the prudential requirements of investment firms came into force, ICECAPITAL Securities complied with applicable rules and regulations for variable remuneration. The payment of variable remuneration exceeding EUR 50,000 was subject to rules stipulating a deferral period and payment in instruments, according to which the company had 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. If the amount of variable remuneration exceeded EUR 50,000 in a year, 40 per cent of the variable remuneration was deferred to be paid over the next three years. If the amount of variable remuneration exceeded the annual salary, 60 per cent of the variable remuneration was 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 2022 totalled EUR 605,794 (6 people), of which variable remuneration accounted for EUR 228,402 (3 people). The salaries and fees paid to other employees (people whose professional activity has a material impact on the risk position) in 2022 totalled EUR 1,666,738 (17 people), of which variable remuneration accounted for EUR 409,000 (15 people).
According to rules and regulations complied earlier, unpaid deferred remuneration for which no right of ownership had yet arisen totalled EUR 277,468 at year-end.
Board members who are employed by the ICECAPITAL Group are not separately remunerated for their work on the Board.
The auditor of a Group company must be a chartered accountant or auditing firm. According to the Articles of Association, the General Meeting decides on the election of the auditor. The term of office of the Auditor lasts until the next General Meeting following the election. In addition to the annual audit report, the auditors report to the Board on their findings.
The company’s auditor is accounting firm PricewaterhouseCoopers Oy, with Authorised Public Accountant Martin Grandell 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 has two business areas: 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 is a Swedish company active in corporate finance advisory services. In the private equity fund business, ICECAPITAL REAM Ltd is the licensed alternative fund manager. The general partners of ICECAPITAL’s Finnish private equity alternative funds are ICECAPITAL Real Estate Asset Management RPF I Oy, ICECAPITAL Real Estate Asset Management V Oy, ICECAPITAL Real Estate Asset Management Oy, ICECAPITAL Real Estate Asset Management RPF II Oy and ICECAPITAL Real Estate Asset Management VI Oy.
ICECAPITAL Nordic Secondary GP S.A. of Luxemburg has acted as general partner and registered alternative fund manager of ICECAPITAL Nordic Secondary Fund S.C.A., SICAR. The Fund’s term of office expired on 23 December 2022 and it has been decided to convene an Extraordinary General Meeting to decide on the liquidation of the Fund.
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.