Established in 2018, Fintraffic is a wholly stateowned special assignment company steered by the Ministry of Transport and Communications.
Traffic Management Company Fintraffic Ltd is the Group’s parent company and is responsible for providing ecosystem and Group services. The Group consists of Fintraffic Air Navigation Services Ltd (responsible for air navigation services), Fintraffic Railway Ltd (responsible for rail traffic management services), Fintraffic Vessel Traffic Services Ltd (responsible for vessel traffic services) and Fintraffic Road Ltd (responsible for road traffic management services). All of the Group’s subsidiaries are wholly owned by the parent company.
Governing and administrative bodies
Fintraffic’s governing and administrative bodies are the General Meeting of Shareholders, the Board of Directors, and the CEO. In order to ensure the quality and effectiveness of decision-making, these bodies are assisted by the company’s Management Team, the Board of Directors’ Audit Committee and the Board of Directors’ Personnel and Remuneration Committee.
General Meeting of Shareholders
The General Meeting of Shareholders is the company’s highest decision-making body. The Annual General Meeting must be held each year before the end of June on a date specified by the Board of Directors. The Annual General Meeting decides on the matters specified in the Limited Liability Companies Act and the company’s Articles of Association. In accordance with the company’s Articles of Association, the General Meeting decides on any legal actions with far-reaching or high significance for the company’s operations in fulfilling its special assign ment, and particularly with respect to ensuring the availability of air, vessel, railway and road traffic control services in Finland.
The Board of Directors will convene an Extraordinary General Meeting as necessary or when required by the Limited Liability Companies Act. According to the company’s Articles of Association, the notice of a General Meeting must be delivered at the earliest four weeks and at the latest one week before the meeting.
Board of Directors
The Board of Directors steers and supervises the operations of the company and Group, and decides on key operating principles, objectives and strategies. The Board of Directors ensures that the company’s administration and operations are appropriately organised, and that appropriate supervision of accounting and financial management has also been arranged.
The Board of Directors handles issues that are far-reaching or involve important matters of principle with regard to the operations of the company and its subsidiaries.
The Board of Directors and CEO must manage the company professionally and in accordance with healthy and prudent business practices. It is the Board of Directors’ duty to promote the interests of the company and its shareholder. According to the
company’s Articles of Association, the Board of Directors may comprise a minimum of three and a maximum of seven ordinary members. The Chair and other members of the Board of Directors are elected by the General Meeting of Shareholders. The Board of Directors may elect a Vice Chair from among its number. A Board member’s term of office expires at the close of the next Annual General Meeting after their election.
Meetings of the Board of Directors will be held on a date determined by the Board of Directors. A meeting schedule is confirmed as part of the Board of Directors’ action plan, but the Board of Directors may also convene at other times by decision of the Board of Directors or as required by a Board member or the CEO. A meeting of the Board of Directors is quorate when more than half of its members are present. The resolutions of the Board of Directors are made by a simple majority of votes. In the event of a tie, the Chair’s vote is decisive.
The company’s CEO is responsible for preparing matters to be reviewed by the Board of Directors. The CEO is also responsible for ensuring that the Board of Directors has access to sufficient information for assessing the Group’s operations, financial position and any other matters on the agenda. Matters to be discussed by the Board of Directors are presented by the CEO or another person appointed by the CEO who is familiar with the matter in question.
The Board of Directors has adopted rules of procedure that specify the duties and working methods of the Board of Directors in greater detail. The Board of Directors assesses its work and efficacy by means of an annual self-assessment.
The Board of Directors has two committees, the Personnel and Remuneration Committee and the Audit Committee.