Statutes of the Finnish Investor Relations Society

1§ Name and domicile

The name of the society is the Finnish Investor Relations Society.
Its domicile is Helsinki.

2§ Objective and scope of activities

The objective of the Society is to improve the knowledge of investor relations work and the development of the field of IR in Finland. The Society wishes to

  • promote the professional development and business ethics of its members
  • develop investor relations practices
  • highlight the members' view on the plans and decisions of authorities and other entities about IR and financial communications
  • promote interaction with the financial community and media
  • offer the members a channel for sharing thoughts and experience
  • facilitate contact with similar organisations outside Finland

The Society arranges presentations, panel discussions, training sessions and meetings in order to attain its objectives. The Society does not seek financial benefit.

3§ Members and criteria for membership

The Society can have ordinary members and honorary members. The Board decides about the membership of ordinary members on application. The Annual Meeting decides about appointment of honorary members on the proposal of the Board.

Eligible as ordinary members are those whose working time consists mainly of IR or financial communications

  • in a publicly listed company, or
  • in a company which has issued instruments of debt or mezzanine financing instruments, with secondary markets, or
  • in a company or commercial enterprise planning an IPO in a stock exchange located in Finland or abroad. As regards the aforementioned plans, the board of the Society considers case by case when the membership of the applicant would enhance the objective of the Society, if needed, or
  • who work actively in a consultancy in the IR area.

In addition the following applicants may be accepted as members of the Society

  • who represent the authorities that regulate the field of IR, or non-profit organizations or foundations that enhance the activities of the field of IR, or
  • who in the Board's view enhance the Society's objectives.

The Board can call on a person to be an honorary member if the person in question has persistently and in a distinguished manner acted in the Society's favour or promoted the handling of investor relations. Honorary membership is lifelong. The Society can have five concurrent honorary members.

4§ Resignation from membership, loss of membership, membership fee

Resignation from membership takes place by informing the Society's Board or the Chairman of the Board thereof in writing. A member can also resign by asking a note to be made thereof in the minutes of the meeting of the Society.

An ordinary member, who has failed to pay the membership fee, is dismissed on the Board's decision.

The Board can dismiss a member, if membership criteria as described above in paragraph 3 are no longer fulfilled.

The Society has the right to collect a fee from its ordinary members when they join the Society as well as an annual membership fee. The Annual Meeting decides on the fees. Honorary members are exempt from membership fee.

5§ Board

The Society's matters are handled by the Board, which consists of a minimum of four (4) and a maximum of eight (8) members.

The term of the members of the Board is the time elapsing between the Annual Meetings.

The Board appoints from among its members a Chairman and a Vice Chairman as well as a Secretary, a Treasurer and other necessary officers.

The Chairman or the Vice Chairman, jointly with the Secretary or the treasurer of the Society shall be entitled to sign the Society´s name.

The Board convenes, whenever necessary, at the invitation of the Chairman, or when the Chairman is impeded at that of the Vice Chairman or when at least two (2) members of the Board so demand.

The Board constitutes a quorum when at least half of the members and the Chairman or Vice Chairman are present. Matters are resolved by absolute majority. When the votes are equal, the opinion of the Chairman is decisive. However, in elections a lot is decisive.

The Society's financial period expires annually on 31 March.

The annual accounts including the necessary documents and the Board's annual report shall be submitted to the auditor at the latest three weeks before the Annual Meeting. The auditors shall give their statement to the Board at the latest two weeks before the Annual Meeting.

6§ Notice to convene a meeting

The meetings of the Society are called by the Board. The notice to convene shall be issued no later than seven (7) days prior to the meeting by distributing/delivering the notice to convene the meeting in writing to each member.

7§ Meetings of the Society

The Annual Meeting shall be held each year in May-August on a date determined by the Board.

An extraordinary meeting is held when the Society's meeting so decides or when the Board considers it necessary or when at least one-tenth (1/10) of the members entitled to vote, require the Board in writing to hold a meeting for a specific reason.

Each member has right to vote and carry one vote in the Society's meetings.

The Society's decision is the opinion supported by more than half of the votes, if the Statutes do not say otherwise. When votes are equal the election is settled by drawing of lots. Otherwise the final decision is settled according to Chairman's vote.

8§ The Annual Meeting

The following matters shall be on the agenda of the Annual Meeting
1. Opening of the meeting;
2. Election of the Chairman, Secretary and two checkers of the minutes and, when needed, two scrutineers;
3. Establishment of the legality and right of decision of the meeting;
4. Presentation of the annual accounts, the annual report and the auditors` report;
5. Adoption of the income statement and the balance sheet and the discharge from liability for the Board Members;
6. Approval of the Work Plan, the budget and the fees of joining and membership of the Society;
7. Decision on the number of Board Members;
8. Election of the Board Members;
9. Election of two prospective auditors and their deputies any other issues included in the notice to convene the Annual Meeting.

If a member wishes to include a matter on the agenda of the Annual Meeting, the member must inform the Board in writing thereof at the latest two weeks before the meeting so that the matter can be included on the agenda.

9§ Amendment of the Constitution of the Society and dismantling the Society

Any decision to amend the Constitution of the Society and to dissolve the Society must be taken at by at least three-fourth (3/4) majority of votes. The summons to the meeting must include a mention of the proposed amendment or dissolution.

If the Society is dissolved or its activities end for some other reason, the assets of the Society shall be used for the Society's objectives as decided by the meeting at which the decision is taken to dissolve the Society.