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 Fiskars Group Leadership Team and other management, to put in place and oversee accounting and control mechanisms and other similar mechanisms.
The Risk Management function supports the identification, evaluation, and management of risks that may threaten the achievement of Fiskars Group’s business goals.
Code of Conduct
Fiskars Group’s objective is to pursue long-term profitable business ethically and responsibly. The way of operating for all Fiskars Group’s employees is defined in the Company’s Code of Conduct, the Group Policies and other guidelines. The Code of Conduct is to be complied with by everyone within Fiskars Group, including employees, directors, officers, board members, consultants, other personnel working under Fiskars Group’s direction, and all companies belonging to Fiskars Group even when the Code requires a Control systems higher standard of behavior than what is required by national law and local regulation. All company policies, rules, guidelines and practices in Fiskars Group’s companies must be in full compliance with the Code of Conduct and the other Group Policies.
All Fiskars Group’s employees participate in regular training on the Code of Conduct. The Legal & Compliance function monitors compliance with the Code.
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 objective independent assurance and consulting services designed to add value and improve the organization’s operations. Internal Audit helps Fiskars Group accomplish its business objectives by bringing a disciplined systematic approach to evaluate and improve the effectiveness of risk management, control, and governance processes.
To ensure the independence of the Internal Audit activities, 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. 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 for each Audit Committee meeting.
Key Activities in 2023
In 2023, Internal Audit performed audits according to the annual internal audit plan. The annual plan was risk-based and consisted of larger IT project assessment, global process and system audits, as well as processes and controls in factories and sales units.
Planned Key Activities for 2024
Internal Audit annual plan for 2024 has been approved by the Audit Committee of the Board of Directors in December 2023. The planned audits for 2024 have been chosen based on management interviews and risk assessments. Audits focus on IT vendor assessment and selected processes in factories, sales units, and sourcing offices.
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 the Fiskars Group. The Company’s Related Parties are defined in the Related Party Guidelines approved by the Board of Directors in 2020. Persons belonging to a Fiskars Group’s Related Party are defined in the Related Party Guidelines approved by the Fiskars Group’s Board of Directors in 2020.
According to the Guidelines, the following persons were the Company’s Related Parties in 2023:
- persons or entities that directly or indirectly:
- exercise control in the Company, are controlled by the Company, or are under the same control as the Company (including subsidiary companies of Fiskars Group), for example, through holding more than 50% of the Company’s shares or votes, or being entitled to appoint or dismiss a majority of the members of the Company’s Board of Directors
- have a significant influence in the Company, for example, through holding at least 20% of the Company’s shares or votes, or
- exercise joint control in the Company with another person (each such person is a “Controlling Person”)
- entities that are associate companies of the Company ‒ entities that are joint ventures of which the Company is a member
- each member of the Company’s Board of Directors, the Company’s President and CEO and the Deputy CEO, each member of the Fiskars Group Leadership Team, each member of the Business Areas’ and Global functions’ management teams, each country director of the Company, and other individuals as specified from time to time by the President and CEO, (each such individual is a “Key Management Person”)
- close family members of Key Management Persons and/or Controlling Persons respectively who may be expected to influence, or be influenced by, the Key Management Person or the Controlling Person in the dealings with the Company, including:
- children and dependents
- spouse, common-law spouse*
- children and dependents of spouse or common-law spouse (each such family member is a “Close Family Member”)
- entities where a Key Management Person or a Controlling Person or their Close Family Member exercises, directly or indirectly, control (individually or jointly) through holding a majority of the shares or votes in the entity, or being able to appoint or dismiss the majority of the members of the Board of Directors, or corresponding body, of the entity (each such entity is a “Controlled Entity”)
- entities where a person exercising control in the Company has significant influence over the entity or is a member of the key management of such an entity or its parent entity (for exclusion of the sphere of Related Parties, see below)
- entities of a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company. If the Company is itself such a plan, the sponsoring employers are also related to the Company
- entities, or any member of a group of which it is part, that provide key management personnel services to the Company.
- A partner who shares the same household and (i) who has shared it for at least five years or (ii) who has or has had a common dependent child.
*A partner who shares the same household and (i) who has shared it for at least five years or (ii) who has or has had a common dependent child.
According to the Related Party Guidelines, all Related Party Transactions are concluded on an arm’s-length basis, and Related Party Transactions must be approved in advance by the CFO of Fiskars Group. Related Party Transactions involving the President and CEO of Fiskars Group, other members of the Fiskars Group Leadership team, or a member of the Board of Directors of Fiskars Corporation must be approved in advance by the Board of Directors of Fiskars Corporation.
Issues to be considered when reviewing the Related Party transactions:
- Whether the terms of the transaction are fair to Fiskars Group and would apply on the same basis to non-related third parties
- Whether there are compelling business reasons for Fiskars Group to enter the transaction
- Whether the transaction would impair the independence of an independent director or represent a conflict of interest for the related party.
Fiskars Corporation keeps a register of its related parties and collects information from them regarding the related party transactions once a year. Fiskars Corporation discloses the Related Party Transactions that are essential for the company, 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 20, 2024