The Company’s aim is that all members of the Board of Directors and the President and CEO as well as the auditor attend the General Meetings unless there are well-founded reasons for their absence. Furthermore, the Company's aim is that a person proposed for the first time as the member of the Board attends the General Meeting that decides on his/her election unless there are well-founded reasons for the absence.

Exel Composites has only one class of shares. In the General Meeting, all shares carry equal voting rights. The Articles of Association of Exel Composites have no redemption clauses. The Company is not aware of any shareholder agreements concerning either the ownership of the Company's shares or the exercise of the associated voting rights.

The Board of Directors is evaluated within the framework of the Nomination Committee's work. In addition, the Board performs an annual self-evaluation of its organization, working methods and fulfillment of its duties.

 

 

5.1 Internal control

 

Exel’s internal control framework is based on the COSO framework. Exel has defined internal control as a process influenced by the Board of Directors, the President and CEO, Group Management and personnel on all levels in the Group, designed to provide reasonable assurance regarding the achievement of objectives.

 

The aim of Exel’s internal control framework is to ensure that Exel’s operations are effective, efficient and aligned with strategy, to focus on the most business-relevant risks and issues, to promote ethical values, good corporate governance and risk management, to ensure compliance with laws, regulations and internal policies, as well as to ensure reliable, complete and timely financial reporting.

 

Exel's internal control framework consists of the internal control, risk management and corporate governance policies and principles set by the Board of Directors, with management overseeing the implementation and application of the policies and principles. The group controller function monitors the efficiency and effectiveness of the operations and reliability of the financial and management reporting. In the risk management process, risks threatening the realization of Exel's objectives are identified, assessed and mitigated. Compliance procedures are designed to ensure that all applicable laws, regulations, internal policies and ethical values are adhered to. Effective control environment at all organizational levels includes control activities tailored for each of the key business processes. Shared ethical values and strong internal control culture among all employees form the foundation for Exel's internal control.

 

The ultimate responsibility for the appropriate arrangement of the control of the company accounts and finances falls on the Board of Directors. The President and CEO is responsible that the accounts are in compliance with the law and that the financial affairs have been arranged in a reliable manner.

 

Exel’s internal control framework and roles and responsibilities for internal control have been defined in Internal Control Policy approved by the Board of Directors.

 

5.2 Risk management

 

The central short-term goal of Exel is to distinctly improve the profitability and competitiveness and to secure the financial position of business demands. The primary task of Exel's enterprise risk management concept is to support the realization of these goals. As a part of corporate governance, risk management is a systematic tool for the Board of Directors and the operative management to monitor and assess the realization of the goals, threats and opportunities affecting the company operations.

The task of Exel's risk management is also to support in adapting to the changes in business and risk environment.

 

The Management Group of the Company has adopted the risk management guidelines based on the principles approved by the Board. The business units are responsible for implementing risk management and identification of risks. The Management Group monitors the development of risks and risk concentrations. The Management Group monitors the development of risks and risk concentrations.

 

Risks relative to assets, interruption and liability risks arising from business operations have been provided for with appropriate insurances.

 

 

Most invoicing and purchases are carried out in euros. Possible changes in the exchange rates of the USD and SEK may affect the Company's result. The Company seeks to hedge itself against exchange risks by means of currency clauses in purchase and sales agreements, as well as hedging instruments.

 

 

Exel's financing policy involves using a small number of banks as partners to secure its long-term needs for borrowed capital. Exel's liquidity is based on long-term financial arrangements and on short-term financial products, such as lines of credit and credit accounts. To balance interest rate risk the Company strives at using both changing and fixed interest loans.

 

 

Exel is exposed to credit risk mainly through accounts receivable. The Company has a global customer base, and there are no significant risk concentrations. Exel normally uses credit insurance.

 

 

Insurance risk denotes the risk of Exel's profits being affected by insufficient insurance protection in the event of unforeseen events or accidents. To minimize insurance risks, the Company shall acquire insurance policies covering property and liability risks, the responsibility for the President and CEO and the Board of Directors and risk exposure during business travels. Other insurance risks are to be evaluated case over case. 

 

5.3 Internal audit

 

Based on the effective operation of the group financial control, including the established controller function, the Company does not have a separate internal audit function. The Board of Directors or the President and CEO can assign Exel's controller function or an external service provider to perform internal audit assignments as needed.