BBS Governance

Annual General Meeting

Board of Directors

Management team

Risk Management

Audit

Insiders and senior executives

Articles of Association

Annual General Meeting

The Annual General Meeting (AGM) is the company’s highest decision-making body. The company’s board of director convenes the annual general meeting annually within six months of the end of the financial year. The AGM resolves in accordance with the companies act and the articles of association: the adoption of the financial statements, the use of the shown profit in balance sheet, the discharge of the members of the board of directors and CEO, the number of the members of the board of directors and the remuneration of the board of directors and auditors. The AGM also elects the members of the board of directors and the auditors and discusses any other matters mentioned in the notice of the meeting.

An extraordinary general meeting may be convened to deal with a particular matter when the board deems it appropriate or otherwise when the law requires it.

The invitation to the AGM will be published on the company’s website and in a stock exchange releases. A shareholder has the right to be heard by the shareholder’s meeting under the companies act, if he or she requests in writing from the board of directors in appropriate time and may be included in invitation of the meeting.

BBS’s annual general meeting will be held at its headquarters in Oulu. The shareholder is entitled to attend the AGM if he or she is 8 days prior to the AGM being registered in the company’s shareholder register and if he or she has announced his participation in the company as mentioned in the invitation of the AGM. Also, the holder of a nominee shareholder is entitled to attend the AGM by registering in the company’s shareholder register on a temporary basis. BBS has one share series and each share has one vote at the company’s AGM.

The annual general meeting 2017 was held on March 7th, 2017.

Board of Directors

The administration of BBS and the proper organization of its operations are managed by the board of directors, in which according the articles of association include at least three and no more than six ordinary members. The AGM elects the members of the board of directors. The terms of office of the members of the board expires at the end of the next AGM. The board of directors elects a chairman and vice chairman from among its members.

The board’s duties include deciding of the company’s strategy, strengthening of the action plan and budget, a half-year report, handling and approval of the financial statements and the report of the board of directors. The board decides on strategic or economically significant investments, acquisitions and the responsibility for the commitments, accepts company’s financing politics, confirms the company’s risk management and reporting process and decides company’s remuneration and incentive programs. The board also decides the structure of the company, is responsible for dividend policy and the development of the shareholder value, nominates the CEO and decides his or her fringe benefits, decides the appointment of a deputy to the CEO, takes care of the tasks of the audit committee and is responsible for other tasks regulated in the companies act or otherwise.

 

The Members of the Board of Directors

Chairman of the Board of Directors

Jarmo Halonen, born in 1952,
M.Sc. (Eng), in Industrial Mechanical Engineering

Member of the board since 2016.

Core work experience / Key employment history:

CEO of Elecster Oyj during 1988 – 2017.
In various managerial positions in Elecster Oyj during 1979 – 1988.
Member of the supervisory board of insurance company Fennia.
Supervisor of Helsingin Yrityspankki of Nordea Bank.

Key positions of trust:

Bio Bones Oy, member of the board
Elecster Oyj, member of the board
Member of the boards of: A/S Eesti Elecster,  Elecster (Tianjin) Dairy Machinery Ltd ja Elecster (Tianjin) Aseptic Packaging Co. Ltd

Sandudd Oy, member of the board
Finvac Automation Ltd Oy, chairman of the board and CEO

Okuli Oy, chairman of the board and CEO

Finvenla Oy, chairman of the board and CEO

 

Members of the Board of Directors

Pekka Jalovaara, born in 1941
CEO, BBS-Bioactive Bone Substitutes Oyj
MD, PhD, Professor of Orthopedic Surgery

Member of the board since 2003

Core work experience / Key employment history:
BBS and the preceding research phases
Professor of Orthopedic and Traumatology at the Oulu University

Key position of trust:

Member of the board of Bio Bones Oy

No key position of trust outside BBS-concern

 

Auvo Kaikkonen, born in 1960,
MD, PhD, Orthopedic and Sports medicine, Orthopedic Surgery MBA

Member of the board since 2017.

Core work experience:

CEO of Ozics Oy in years 2008-2016.
CEO of Inion in years 1999-2008.

Key positions of trust:

Bio Bones Oy, member of the board

 

Tomi Numminen, born in 1971,
M.Sc.(Econ.)

Member of the board since April 2018.

Core work experience / Key employment history:

Bioretec Oy, CEO 2016-
ReBio Technologies Ltd (UK), COO 2015 and CEO 2016
Purac Biochem (NL), Director of Business Unit 2012-2014
Vivoxid Oy, CEO 2007-2012
Lab Pharma Oy, Supply Chain Manager 2002 and CFO 2003-2007
Schering Oy, Production Planning Manager 1997-2002

Key positions of the trust:

Bioretec Ltd., member of the board
Labrox Ltd., member of the board
Aucor Ltd., member of the board
Endicum Ltd., chairman of the board of directors and founder

 

Hannu Säynäjäkangas, born in 1954
M.Sc. (Econ), B.Sc. (Eng)

Member of the board since 2012

Core work experience / Key employment history:
CEO of Fortel Management Oy since 2008 (Fortel Management manages the Oulu Region Wellness Fund LP) and investment manager, a CEO and a partner in Fortel Invest Oy years 1998-2008

Key positions of trust:

Gamga Oy, member of the board

Inspector Sec Oy, member of the board
Juno Medical Oy, member of the board
Oulun Seudun Hyvinvointirahasto Ky, a responsible partner
Rescomi Oy, deputy member of the board

 

Management team

The CEO manages the company’s current management in accordance with the instructions and regulations issued by the board and actively protects the company’s interests. He or she directs and supervises the company and its business operations, is responsible for day-to-day operational management and strategy implementation and prepares matters pertaining to the board of directors and is responsible for their implementation. BBS-Bioactive Bone Substitutes Oyj’s CEO has been Pekka Jalovaara since 8th May 2012.

The management team assists the CEO in the preparation of strategies, operating principles and other business and corporate matters.

 

Management team:

Pekka Jalovaara, born in 1941
CEO and Founder, BBS-Bioactive Bone Substitutes Oyj
MD, PhD, Professor of Orthopedic Surgery

Member of the board since 2003

Core work experience / Key employment history:
BBS and the preceding research phases
Professor of Orthopedic and Traumatology at the Oulu University

Key positions of trust:

Member of the board of Bio Bones Oy

No key positions of trust outside BBS-concern

Hannu Säynäjäkangas, born in 1954
CFO and a member of the management team since 2015, Member of the board since 2012

M.Sc. (Econ), B.Sc. (Eng)

Core work experience / Key employment history:
CEO of Fortel Management Oy since 2008 (Fortel Management manages the Oulu Region Wellness Fund LP) and investment manager a CEO and a partner in Fortel Invest Oy years 1998-2008

Key positions of trust:

Gamga Oy, member of the board

Inspector Sec Oy, member of the board
Juno Medical Oy, member of the board
Oulun Seudun Hyvinvointirahasto Ky, a responsible partner
Rescomi Oy, deputy member of the board

Hanna Tölli, born in 1983
Production manager, HR manager
Member of the management team since 2016
Ph.D., M.Sc. in Health Sciences, medical technology

Hanna Tölli has extensive experience in biomaterials and research and she made her Ph.D. thesis on BBS’s bone substitutes.

 

Risk management

The board of directors is responsible for ensuring that the company’s risk management is properly and efficiently organized. The company’s risk management aims at identifying strategic, operational, financial and traditional hazard risks. The objective of risk management is to anticipate and comprehensively manage these risk areas. Risk management has been incorporated into company’s business processes. The company reports the most significant risks in its financial statements and in half-yearly reports. The most important risks are listed on the listing brochure.

 

Audit

The external audit function is to verify, according to the laws in force in Finland, that the company, that the financial statements give correct and sufficient information on the company’s financial performance and financial position during the financial year. The auditor of the company issues the auditor’s report required by law to the company’s shareholders in connection with the financial statement. The audit carried out during the financial year is reported to the board of directors. The auditor and the board meet at least once a year.

The AGM elects the auditor. The term of office of auditor shall comprise, for election purposes, the current financial year and the end at the end of the next AGM following the election.

The company’s AGM 7th March 2017 elected audit society Ernst&Young Oy Ab as the auditor, responsible with KHT Juhani Rönkkö as its principal auditor.

 

Insiders and senior executives

BBS has defined as senior executives the members of the board of directors and managing directors in accordance with MAR-regulation (The Market Abuse Regulation ((EU) Number 596/2014, “MAR”). The company publishes transactions related to the financial instruments of the company’s executives and their affiliated companies in accordance with the declaration received without delay and at the latest within three working days of the transaction. The information is available on the company’s website after the publication.

The BBS has defined the people at the core of the company’s core of knowledge, so-called permanent insiders, for example members of the company’s executive management team and those involved in preparing for financial reporting, who have access to core of knowledge of the company based on their duties. On request, the project-specific insider register to be set up, if any, will include the insider information relating to the project in question.

Trading rules

BBS’s management or permanent insider persons acting on their own are not allowed to carry out the figures, or a third party, either directly or indirectly, transactions related to the BBS during the financial instruments in the so-called closed window. The closed window will begin 30 days before the company publishes half-annual report or the financial statement bulletin and the window ends on the day following the publication of the result. Project specific insiders are prohibited from trading on the company’s financial instruments until the project expires or is publicized.

Insider guidelines on compliance, disclosure obligation and insider management are maintained by the company’s HR-person.

Articles of Association

1 §. Company’s name and registered office
The company’s name is BBS-Bioactive Bone Substitutes Oyj in Finnish, BBS-Bioactive Bone
Substitutes Abp in Swedish and BBS-Bioactive Bone Substitutes Plc in English. The Company is domiciled in Oulu.

2 §. Company’s line of business
The company’s line of business is to conduct medical and odontological research and
treatment and maintain a research and treatment facility; supply services related to such activity; import, buy, sell, rent and manufacture machinery, equipment, instruments and pharmaceuticals necessary for the operation of such line of business. Medical activities for commercializing artificial bone and carrying on business with artificial bone and manufacturing rights.

3 §. Removed.

4 §. Board of Directors
The company has a Board of Directors which consists of 3-7 ordinary members. The term of
the members of the Board of Directors expires at the closing of the first Annual General
Meeting following the election.

5 §. Signing for the company
Two members of the Board of Directors together or the Managing Director and one member
of the Board of Directors together may sign for the company.

6 §. Auditors
The company has one regular auditor, who has one deputy. The auditors are appointed until further notice.

7 §. Financial period
The accounting period of the company is the calendar year 1 January – 31 December.

8 §. Notice
Notice of the General Meeting shall be delivered to the shareholders no earlier than two
months and no later than three weeks before the General Meeting, yet no later than nine
days before the record date of the General Meeting. The notice of the General Meeting shall be delivered by sending it to the addresses indicated in the shareholders’ register or, alternatively, by delivering the notice within the same timeframe in another written manner for example by email or by publishing the notice in a national daily newspaper determined by the Board of Directors. The notice shall also be published on the company’s website.
In order to participate in the General Meeting, the shareholder shall give the company
advance notice of participation at the latest on the date stated in the notice, which may not be earlier than ten (10) days before the General Meeting.

9 §. Annual General Meeting
The Annual General Meeting shall be held annually within six months of the end of the
accounting period on a date determined by the Board of Directors.
In the meeting, the following shall be presented:

1. financial statements comprising a profit and loss statement, a balance sheet and an
annual report
2. auditor’s report
decided upon:
3. adoption of the profit and loss statement and the balance sheet;
4. measures required by the profit or loss on the adopted balance sheet
5. discharge of the members of the Board of Directors and the Managing Director from
liability
elected:
6. members of the Board of Directors and, if necessary,
7. one auditor and their deputy

10 §. Redemption clause
Removed.

11 §. Book-entry system
It was resolved to incorporate the company’s shares in the book-entry system. It was
resolved that the incorporation of the company’s shares in the book-entry system will begin
on 1st August 2017 and end on 2nd August 2017, after which the company’s shares will be in a
book-entry system.