Management at Caruna
Caruna Networks Oy's governing bodies are the Annual General Meeting and Board of Directors. The Board of Directors' three committees, the Audit Committee, the Nomination and Remuneration Committee, and the Health, Safety and Environment Committee, prepare the items debated by the Board and assist the Board in its decision-making.
The CEO is responsible for executive management. Caruna's Management Team supports the CEO in decision-making. Internal auditors help to ensure that the Group’s operations remain effective and appropriate. They report to the Board and Audit Committee.
Policies guiding operations
In addition to laws and regulations, management is guided by our corporate values, policies (such as HR, risk management, asset management, finance, communications, compliance, and health, safety and environmental policy) and more specific guidelines.
Caruna's Code of Conduct lays the foundation for our way of work. It defines how we work together and treat each other, how we engage in the business of electricity distribution, and how we take care of Caruna's assets. Our responsibility principles are described in our health, safety and environmental policy.
The Code of Conduct and policies apply to all Caruna employees, managers and Board members. We also require our contractors, contractual suppliers and other contractual partners to comply with the Supplier Code of Conduct. The basic premise is that everyone working for Caruna and for our partners observes a consistent code of conduct.
We apply the following certified schemes:
- ISO 55001:2014 asset management system
- ISO 45001:2018 occupational health and safety management system
- ISO 14001:2015 environmental management system
We regularly assess our operations
Our Management Team and units regularly monitor our business and attainment of goals and report on them regularly also to the Board of Directors.
A set of company- and unit-specific performance indicators have been created for monitoring Caruna’s operations, including a range of targets down to the level of each individual. The set of indicators includes both financial and non-financial responsibility indicators. The operations are examined as a whole, and the indicators have been designed to exclude the possibility of partial optimisation. Each employee’s performance is compared with the company’s strategic business goals. The set of indicators also functions as a basis for our reward system. Our reward system applies to the entire personnel.
We evaluate the quality of management through yearly personnel surveys. We promote self-management and encourage employees to actively participate in improving the working environment.
We are continuously improving our management system.
Board of Directors
Caruna’s Board of Directors is responsible for the Group’s strategic development and for monitoring and steering the Group’s business operations and governance. In accordance with the Limited Liability Companies Act and the articles of association, the Board of Directors is tasked with representing the Group and ensuring the oversight of accounting and financial management. The Board of Directors ensures that Caruna has values to complement the Code of Conduct it has adopted.
The Board has between one and ten ordinary members and at most four deputy members. The Annual General Meeting elects the members for a term which ends at the next Annual General Meeting.
The Board convenes according to an agreed schedule to discuss matters assigned to it. The Board has approved the rules of procedure for its activities.
The CEO, the CFO and the General Counsel, who also acts as the Board’s secretary, regularly attend Board meetings. Other Management Team members and directors of the Group attend the meetings by invitation.
Committees of the Board of Directors
Committees under the Board are the Audit Committee, the Nomination and Remuneration Committee, and the Health, Safety and Environment Committee. The committees support the work of the Board by preparing and evaluating matters for decision-making by the Board.
Committee members are elected by the Board. Each committee must consist of a minimum of three members. The members’ terms of office end after the conclusion of the next Annual General Meeting. All Board members have the right to attend committee meetings.
Each committee’s chair regularly reports to the Board on the committee activities after each meeting. All Board members can access the committee meeting documents and agendas. The Board of Directors has approved the committees’ written rules of procedure. The rules are regularly reviewed and updated.
Committees
Audit Committee
The Audit Committee assists the Board of Directors in its task related to oversight. The key duties of the Audit Committee include reviewing the financial and sustainability information disclosed by Caruna and interacting with auditors.
Caruna’s auditor, CEO, CFO and General Counsel, who acts as the committee secretary, regularly attend the committee meetings. Other directors attend the meetings by invitation.
The Audit Committee oversees the financial and sustainability reporting process and auditing. Moreover, it monitors the effectiveness of the company’s internal control, risk management and internal auditing, as well as the processes that ensure Caruna's compliance with the rules and regulations related to, for example, financial reporting. The Audit Committee discusses the policies in its area before they are submitted to the Board of Directors.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee assists the Board of Directors in tasks related to the nominations and remuneration of the Group’s management. The committee meetings are regularly attended by the CEO and the Head of Human Resources.
Health, Safety and Environment Committee
The Health, Safety and Environment Committee assists the Board in decision-making concerning the safety of operations and environmental issues. The committee addresses the health, safety and environmental policy.
The CEO, the member of the Management Team responsible for HSE matters and the HSEQ Manager regularly attend the meetings.
Management Team
The role of the CEO is stipulated in the Limited Liability Companies Act. The CEO chairs the Management Team. In accordance with the Limited Liability Companies Act and the instructions and orders given by the Board, the CEO is responsible for the Group’s executive management. Under the Limited Liability Companies Act, the CEO is responsible for ensuring that the company’s accounts are in compliance with the law and its financial affairs have been arranged in a reliable manner.
The Management Team supports the CEO’s work. The Management Team assists the CEO in achieving strategic and sustainable business objectives in a manner decided by the Board, prepares the Group’s business plans and decides on investment and business arrangements that fall within its remit. Caruna’s strategy and business goals apply to the entire Group and are shared with the entire organisation.
The effectiveness of operations is monitored by monthly reporting and reviewed monthly by the Management Team. Every quarter, the Management Team holds an extended quarterly meeting where the business units report on their activities. The quarterly meetings are attended by unit management teams and by representatives of salaried and senior salaried employees.
Each member of the Management Team is responsible for the operative implementation of the day-to-day business activities.
Feedback channels
Our Code of Conduct includes complying with laws and ethical values in all our activities. We take all suspected unlawful and unethical activity seriously, and we encourage all our stakeholders to report it.
You can use the "Report a violation" form to report your observations if you feel that any of the following have been breached:
- Caruna's Code of Conduct
- Caruna's Code of Conduct for Contract Suppliers
- Applicable laws and decrees
We treat all reports confidentially and without bias. Any confirmed breaches are submitted to the company's senior management.