Corporate governance

The Annual General Meeting elects three to six Board members for a term of one year at a time. Board members consist of representatives of major shareholders and external, independent experts with broad experience in business and the industry in which QPR operates. The AGM confirms annually in advance the emoluments payable to the members of the Board of Directors. The Board elects a Chairman from among its members.

Major shareholders prepare annually a proposal to the Annual General Meeting for the composition of the Company’s Board of Directors as well as well for the annual emoluments of the Board members and auditors. The Chairman of the Board is responsible for contacting major shareholders and inviting at least three largest shareholders annually to prepare the proposals.

QPR's Board of Directors is responsible for the company's strategic policies and the appropriate organization of business operations and administration. The Board of Directors acts in the company's interests in all situations. The Board has a predetermined agenda. The Board of Directors always handles and decides on matters that are financially, commercially or fundamentally significant for the company's operations. At each Board meeting, the Board shall consider a progress report provided by the CEO. In line with the standard agenda, the Board also monitors sales performance and market development at all Board meetings. QPR's CEO attends Board meetings and presents items on the agenda to the Board. The external legal advisor  acts as the Board's recording secretary.

QPR's Board of Directors shall, in accordance with its agenda:

• confirm the company's long-term goals and strategies;
• make decisions on Group structure and organisation;
• handle and adopt interim reports, consolidated financial statements and the annual report;
• confirm the Group's operating plan, budget and investment plan:
• make decisions on strategically or financially important individual investments, company acquisitions, disposals or other arrangements, and contingent liabilities;
• decide on strategically significant product development projects;
• confirm the Group's risk management and reporting practice;
• make decisions on reward and incentive schemes for Group management;
• establish a dividend policy and be responsible for the development of shareholder value;
• appoint the company's Managing Director and determine his remuneration; and
• be responsible of other duties determined for the Board of Directors in the Companies Act or otherwise.

The work of the Board of Directors is organized as effectively as possible to support the proper functioning of the company's administrative and control systems. So far the Board of Directors as a whole has familiarized itself in advance and been involved in the preparation of many matters for which separate committees are set up in large companies. This is because the scope of the company's activities has not yet required the establishment of separate committees - instead the entire Board has been involved in the preparation of all matters within its authority and belonging to its duties.

The Board of Directors regularly assesses its operations and working procedures by carrying out a self-assessment once a year. Information about the number of meetings and attendance at the meetings of QPR's Board of Directors is available in most recent annual report.

See the members of the QPR Software Plc's Board of Directors.

QPR Software Plc’s Annual General Meeting decides on the annual emolument of the Board of Directors. Up to date information is available in QPR Software's Remuneration Statement and in resolutions made by the Annual General Meeting. 

No retirement age is set or any exceptional pension arrangements is provided for the Board members.

Updated 08/2023

Chief Executive Officer

The CEO's duty is to manage the company's activities in accordance with the Finnish Companies Act and the Board of Directors' instructions and rules and to inform the Board of Directors about the development of the company's business and financial situation. The CEO is also responsible for arranging the company's day-to-day administration and ensuring that the financial administration of the company has been arranged reliably. The CEO primarily presents matters in Board meetings and is responsible for preparing draft solutions.

QPR's Board of Directors appointed Heikki Veijola the CEO on January 2nd, 2023.

Principles of compensation

QPR's Board of Directors appoints the CEO and decides the terms of his/her service contract. The CEO's terms of service have been agreed on in writing. The CEO is not appointed for a certain term, but is appointed indefinitely until further notice is given. The Company does not have any differing pension arrangements for the CEO. The period of notice for the CEO is three months. Compensation on termination is equivalent to six months' salary.

QPR Software Plc does not have any share based incentive schemes.

Executive Management Team

QPR has an Executive Management Team, the Chairman of which is QPR's CEO and the members who are Senior Vice Presidents (SVP) responsible for the company's business operations and business units and corporate support functions. The Executive Management Team can be expanded if this is considered necessary for the matter under consideration.

The Executive Management Team's main responsibility is to assist the CEO, monitor and develop the company's business in line with the objectives set, and disseminate information. The Executive Management Team is informed about all business plans, profit performance and majority of the matters that are handled by QPR's Board of Directors, and it also participates in the preparation of these matters as appointed by the CEO. The Executive Management Team meets once a month.

See the members of the QPR Software Executive Management Team.

Principles of compensation

QPR's Board of Directors makes decisions on the salary benefits of the members of the Executive Management Team. The employment agreements of the members of the Executive Management Team are based on the collective agreement in force, including the periods of notice thereto. The Executive Management Team members have no differing arrangements related to the termination of their contract or any differing pension arrangements.

Information about compensation and bonus system is available in QPR Software's remuneration statement. 

QPR Software Plc does not have any share based incentive schemes.

Updated 03/2023

QPR Software’s Insider Guidelines include Nasdaq Helsinki Ltd’s Guidelines for Insiders of Listed Companies (January 1, 2021) and the Market Abuse Regulation (MAR). Both documents are part of QPR’s guidelines unchanged. The QPR Insider Guidelines set trade restrictions prohibiting Persons Discharging Managerial Responsibilities (PDMRs), permanent insiders and event-based insiders from making transactions with QPR’s securities during a closed period of 30 days before a financial report is made public. The closed period ends on the day after the publication of a financial report. According to QPR’s Insider Guidelines, permanent insiders must notify the CEO and the Chairman of the Board about the intention to trade QPR’s securities prior to executing a transaction.

The CEO, members of the Board of Directors and the executive management team are considered PDMRs – this is because they are regularly exposed to inside information and have the right to make decisions regarding the future of QPR. QPR’s permanent insiders include employees or other outsourced persons that due to their position or the nature of their responsibilities have access to inside information.

In case QPR prepares an event that could significantly impact the company’s value (e.g. a corporate acquisition), an event-based insider list must be created for the project. Event-based insiders are persons that contractually work for QPR either directly or indirectly and have access to inside information; as well as any organization that is provided inside information on the project.

QPR's CFO manages insider issues and supervises compliance with QPR’s Insider Guidelines. The CFO also maintains QPR’s insider register.

QPR Software Plc’s managers and their closely associated persons referred to in the MAR regulation have been requested to notify their transactions as of July 3, 2016. 

Updated 12/2020

Internal control

Internal control and risk management in the Group aims to ensure that the Group operates efficiently and effectively, distributes reliable information, complies with regulations and operational principles, reaches its strategic goals, reacts to changes in the market and operational environment, and ensures continuity of its business.

It is the duty of the Board of Directors to monitor the appropriateness, effectiveness and efficiency of risk management and internal control in QPR Software Group. 

The threat caused by the risks to shareholders is used as a criterion when the Board of Directors evaluates these risks. The Board of Directors also monitors that the Company has defined operational principles for internal control and that the Company monitors the effectiveness of internal control.

Risk management

Coordination of risk management and internal control and the related reporting is the responsibility of the Chief Financial Officer. Risk management in QPR Software is guided by the requirements of legislation, shareholders’ expectations regarding business objectives, and expectations among important stakeholders, such as customers and personnel.

Risk management in QPR Software aims systematically and comprehensively to identify risks related to the Company’s operations and ensures that risks are managed and taken into account in decision-making. The Company does not have a separate risk management organization, and risk management is part of routine responsibilities throughout the organization. Risk management is developed by constantly improving operative processes in the Company.

QPR Software identifies the risks by their materiality: if realized, the risks selected for monitoring would have a material impact on the Company's business operations.

QPR has identified the following three groups of risks related to its operations:

• risks related to business operations,
• risks related to information and products, and
• risks related to financing.

Property, operational and liability risks are covered by insurance.

QPR Software Plc’s Management System has received ISO 9001:2015 quality certification covering the Company’s all activities, which is audited annually by an external party.

ISO 27001 Information Security Certification has been awarded to QPR Software for design, marketing, and delivering software services and solutions.

The ISO 27001 International Standard has been prepared to provide requirements for establishing, implementing, maintaining, and continually improving an information security management system. The information security management system preserves the confidentiality, integrity, and availability of information by applying a risk management process and gives confidence to interested parties that risks are adequately managed.

For more information on risk management in QPR Software, please see the latest Corporate Governance Statement.

Updated 03/2023

1 § Company name and domicile

The company name is QPR Software Oyj, in English QPR Software Plc. Company's domicile is Helsinki.

2 § Field of Business

The field of business of the company is to develop and sell data processing systems that increase the efficiency of the organizations and provide additional value to the clients. The company acts as the parent company of the group and is responsible for the financing of the group. Furthermore, the company may own and administer shares and real estates and other property supporting its business operations.

3 § Book-entry Securities System

The company's shares are included in the book-entry securities system.

4 § Board of Directors

The Board of Directors shall consist of three to six (3-6) ordinary members.

The term of the members of the Board of Directors shall terminate at the end of the Annual Shareholders' Meeting following the election of the Board of Directors.

5 § Representation

The company is represented by the chairman of the Board of Directors and the managing director each alone and a member of the Board of Directors, holder of a procuration or another person appointed by the Board of Directors to represent the company two together.

The Board of Directors is entitled to give a right to represent the company to appointed persons in the manner that they are entitled to represent the company two together or each together with a member of the Board of Directors or a holder of a procuration.

6 § Auditor

The company has one (1) auditor, which is required to be an auditing company approved by the Central Chamber of Commerce. The auditor is elected until further notice.

7 § Financial Period

The financial period of the company is a calendar year.

8 § Notice for Annual General Meeting

The notice of a General Meeting must be published on the website of the company no earlier than three months prior to the record date of the Meeting under Chapter 4, section 2, Subsection 2 of the Companies Act and no later than three weeks prior to the Meeting, provided that the date of the publication must be at least nine days prior to the aforesaid record date. To be able to participate in a General Meeting, a shareholder must register with the company no later than on the day mentioned in the notice of Meeting, which may be no earlier than ten (10) days before the Meeting.

9 § Annual General Meeting

The Annual Shareholders' Meeting shall be held annually in Helsinki, Espoo or Vantaa on the date decided by the Board of Directors, within six months of the expiration of the financial period on a date set by the Board of Directors.

In the meeting the following shall be submitted:

• financial statements, group financial statements and annual report
• auditor's report.

The following matters shall be decided upon:

• confirmation of the financial statements and the group financial statements
• use of the profit shown by the balance sheet
• discharge of liability of the members of the Board of Directors and the Managing Director
• compensation for the members of the Board of Directors and the auditors as well as grounds for compensation of the costs incurred
• amount of members in the Board of Directors

The following shall be elected:

• the members of the Board of Directors; and
• the auditor, when required.

Updated 02/2018

According to the Articles of Association, QPR Software Plc has a minimum of one and a maximum of two auditors elected by the Annual General Meeting. The auditor is elected into his duties for the time being. At least one of the auditors shall be an auditor authorised by the Central Chamber of Commerce.

The company's auditors provide shareholders with a report, as required by law, in conjunction with the company's annual financial statements. The primary aim of the statutory audit is to verify that the financial statements give a true and fair view of the company's financial performance and position for each fiscal year. QPR's financial year is the calendar year. In addition to the auditor's report provided with the annual financial statements, the auditor's report on their findings to the company's Board of Directors and Management continuously and always in connection with each interim report.

The auditor participates at least once a year in a meeting of the Board of Directors to provide for a review of the auditing plan and the results of the audit. In addition, the auditor is present at the company's Annual General Meeting and at company's extraordinary shareholder's meetings if required.

The Annual General Meeting 2025 of QPR Software Plc elected Ernst & Young Oy, Authorised Public Accountants, as the Company’s auditor. Ernst & Young Oy has announced that Maria Onniselkä, Authorised Public Accountant, will serve as the principal auditor.

We want to do right!

QPR’s company culture is based on high business ethics and company values that guide our operations. Our company strives to maintain a transparent business climate and high business ethics. We value the safety and respect of everyone affected by our business. 

QPR complies with all applicable laws and regulations and unconditionally supports and promotes human rights. Whenever any kind of violation of our values and policies is distinguished, it should be reported to QPR immediately.

You have a vital role in our success!

Whistleblowing provides an opportunity to report suspicions of misconduct. Our whistleblowing service is an early warning system to reduce risks. It is an important tool to foster high business ethics and maintaining customer and public confidence in us.

You may blow the whistle to the QPR Compliance Committee. The identity of the person making the report will be anonymous. All notices of suspected incidents are investigated by the committee. The committee will respond to the reporting person within 30 business days of reporting the violation.

Any QPR employee who makes a whistleblowing report is protected from any repercussions, such as dismissal and other forms of reprisals. QPR protects the personal data of the reporting person and the person who is allegedly responsible for the breach.

 Report a Non-Compliance

Reported non-compliances may be, for example:

• Unprofessional business relations
• Unfair competition
• Market manipulation
• Unlawful disclosure of insider information
• Conflicts of interest
• Misuse of company assets
• Violation of human rights and equality
• Breach of trust and privacy

To ensure that issues do not escalate to the point where they become a whistleblowing case, QPR focuses on communicating the company’s values as well as rules and regulations set for a public listed company and encourages open communication. 

The QPR Compliance Committee meets regularly once in a quarter, or as required to handle any reported cases within the set time limits. 

Updated 02/2018