Control systems

The Board of Directors is responsible for the appropriate management and organization of operations. The Board of Directors has approved the principles of internal control, risk management, and internal auditing to be followed within the Group.

In practice, it is the responsibility of the President and CEO, together with the management, to put in place and oversee accounting and control mechanisms and other similar mechanisms.

The Risk Management function supports identification, evaluation, and management of risks that may threaten the achievement of Fiskars business goals.

Code of Conduct

Fiskars’ objective is to pursue long-term profitable business in an ethical and responsible manner. The way of operating for all Fiskars employees is defined in the Company’s Code of Conduct. The Code of Conduct shall be complied with by all companies belonging to Fiskars Group even when the Code requires a higher standard of behavior than is required by national law and local regulation. All company rules, guidelines and practices in Fiskars’ companies must be in full compliance with the Code of Conduct.

All Fiskars employees participate in regular training on the Code of Conduct. The Internal Audit Manager acts as the Corporate Compliance Officer for this Code.

Internal Audit

Fiskars Group Internal Audit is established by the Board of Directors, and its responsibilities are defined by the Audit Committee of the Board of Directors as part of their oversight function. Internal Audit provides independent, objective assurance and consulting services designed to add value and improve the organization's operations. Internal Audit helps Fiskars accomplish its business objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.

To ensure the independence of the Internal Audit activity VP Group Internal Audit reports administratively to the CEO and functionally to the Audit Committee.

The direction of the work of the Internal Audit function is stated in the annual audit plan. In order to reflect the overall business objectives and risks, the audit plan is aligned with the group strategy and strategic focus areas. The audit plan determines priorities and resource allocation. It is approved by the Board of Directors’ Audit Committee on an annual basis. Within the audit plan, the detailed audit assignments are defined and updated on each Audit Committee meeting.

Internal Audit’s key activities and focus areas are annually discussed in Fiskars Group’s Corporate Governance Statements.

Related party transactions

According to the Code of Conduct policy all directors and employees must avoid conflicts of interest between themselves or their family members and Fiskars Corporation.

Persons belonging to Fiskars Related Party are defined in the Related Party Guidelines approved by the Fiskars’ Board of Directors in 2012.

According to the Guidelines the following persons belong to the Related Party in 2017:

  • Members of the Fiskars Board of Directors
  • The President and CEO and his/her deputy
  • Members of the Executive Leadership Team and Extended Leadership Team
  • Members of the Corporate Office
  • Members of the Strategic Business Units’ management teams
  • Country Directors 
  • Other individuals specified from time to time by the President and CEO 
  • Members of the family of the above-mentioned individuals (i.e. spouses, persons under the related party’s guardianship and other family members who live in the same household with the above mentioned related parties) 
  • Entities controlled by the above-mentioned individuals

According to the Related Party Guidelines, all Related Party Transactions shall be concluded on an arm’s length basis and shall be approved in advance by the President and CEO. Transactions which involve the President and CEO of Fiskars Corporation or a member of the Board of Directors must be approved in advance by the Board of Directors of Fiskars Corporation.

Issues to be taken into consideration in reviewing the Related Party transactions:

  • Whether the terms of the transaction are fair to Fiskars and would apply on the same basis with non-related third parties
  • Whether there are compelling business reasons for Fiskars to enter into the transaction
  • Whether the transaction would impair the independence of an independent director or present a conflict of interest for the related party

Fiskars Corporation keeps a register of its related parties and collects from them information regarding the related party transactions once a year. Fiskars’ internal audit shall review the related party transactions annually and file a report thereof to the auditor and to the Audit Committee. Fiskars discloses the Related Party Transactions that are essential for the company and that depart from its normal business operations or that are not conducted in accordance with the normal market price, in its Financial Statement.

 

Updated February 19, 2018