Rules and guidelines

I THE RULES OF THE ASSOCIATION

The original rules of the association were approved by the Finnish Patent and Registration Office on the 25th of January in 1991. The rules have been updated by the Annual Meeting on March 22nd, 2018 and by the Extraordinary General Meeting on August 15th, 2019.

1 NAME AND THE MUNICIPALITY IN FINLAND WHERE THE ASSOCIATION HAS ITS DOMICILE

The name of the association is Pääomasijoittajat ry. The association may also be referred to as Pääomasijoittajat, Finnish Venture Capital Association and abbreviated FVCA. The association is domiciled in Helsinki. The associations language is Finnish.

2 THE PURPOSE AND FORMS OF ACTIVITY OF THE ASSOCIATION

The Finnish Venture Capital Association is an advocacy organisation in the private equity and venture capital industry and promotes the operating environment of the industry and provides its members with services related to the development of business practices.

Private equity and venture capital investing means fixed-term and professional investing in companies that are not publicly traded on a stock exchange and the aim is to increase the investment target companies value. The investments are usually unsecured and made as a form of equity or mezzanine.

A private equity firm is a legal person whose principal and regular business is to manage a private equity fund or it can be a well-established investment firm whose regular business is to make investments from company’s balance sheet. A private equity firm aims at increasing the value of the portfolio company by means of active ownership and the increase in value is typically realized through the exit phase.

To achieve its purpose, the association promotes the interests of the industry, develops member services, maintains the industry’s code of conduct, produces industry research and actively informs the industry and engages with different stakeholders to promote the business environment of private equity and venture capital.

To support its operations, the association collects an annual membership fee from its members and may accept voluntary contributions and donations.

3 MEMBERSHIP

The association has three types of members: full members, other private equity investors and associate members.

To join as a full member of the association, one has to be a private equity firm whose principal and regular business is managing private equity or venture capital fund or who acts as an investor in private equity or venture capital funds. Full members must comply with separate principles specified in the Code of Conduct. In terms of fund investors, the norms apply only to funds of funds. The norms do not apply to other fund investors.

The Alternative Fund Managers Act (162/2014) requires that fully licensed alternative investment fund manager should directly or indirectly belong to an independent institution established in Finland, which broadly represents the sector, and has issued a guideline to either promote transparency and disclosure in the activities of Alternative Funds, or commit itself to the guidelines issued by that institution or explain the reasons for not being committed (Section 6: 7). The association maintains such transparency and disclosure guidelines in the private equity and venture capital industry, supplementing the rules of the association and the Code of Conduct.

To join “the other private equity investors” membership class, one has to be a well-established private equity firm whose regular business is to invest from company’s balance sheet (including, for example, family offices and corporate venture investors) and who has the ability to influence development of the private equity industry in Finland. Other private equity investors must comply with separate principles specified in the Code of Conduct, as applicable.

The association may also have associate members. As such, the board can approve legal entities who have the possibility to influence the development of the private equity industry in Finland.

The Board of Directors approves the new members of the association. Members have the right to resign from the association by giving written notice to the board or its chair or by announcing it in the minutes of the association’s meeting.

The Board of Directors decides on the dismissal of a member. If the Boards decision is not unanimous, the member has the right to within a month, bring forth the matter at the associations meeting. The member can be dismissed if

–         the full member or the other private equity investor has acted against the principles set out in the “Code of Conduct” norms, despite a made remark

–         the full member or the other private equity investor no longer exercises private equity or venture capital activities in Finland

–         the full member, the other private equity investor or the associate member has failed to comply with the payment of its membership fee

–         the full member, the other private equity investor or the associate member has substantially damaged the association, its other members or the general trust and appreciation of private equity and venture capital operations

The members of the associate have different membership fees. The membership fees of full members and the other private equity investors are divided into different categories. The categories are determined by the amount of assets under management. “Assets under management” refers to the aggregate value of the investment portfolios and the invested capital. Moreover, foreign members and those who invest in private equity funds have their own category. Membership fees for associate members are split into different categories based on the number of employees.

The annual meeting determinates the membership fee categories in detail and the annual membership fees.

4 BOARD OF DIRECTORS AND THE MANAGING DIRECTOR

The association’s affairs are managed by the Board of Directors, including the chair elected at the annual meeting and 4-7 full members and personal deputies elected for the full members.

The Board of Directors may issue explanatory and supplementary instructions on the “Code of Conduct” norms.

The board members term is the time between the annual meeting.

The Board elects from among its members 1-2 vice-chairs.

The Board of Directors elects and appoints the managing director of the association.

The Board convenes by invitation from the chair, or vice chair if  the chair is unable to attend, when they consider it to be necessary, or when at least two board members so request. The Board of Directors may make decisions via online networks, telephone conferences, e-mail or other communication channels that facilitate the Board decision-making.

The chair, vice chair, full member and deputy member may resign from the Board upon written notice given to the Board of Directors.

If the Chair of the Board becomes disqualified or dismissed as chair mid term of office, the vice chair of the board replaces them as chair and the deputy member of the vice chair becomes a member of the board. In this case, the Board of Directors will elect a new vice-president from among its members.

If a board member becomes disqualified or dismissed from the board, their deputy member replaces them as a board member.

The Board of Directors has a quorum when at least half of its members, including the chair or vice-chair, are present. Cases are solved by a simple majority. When votes are equal, cases are resolved by the chair’s opinion, but in the elections, the lottery.

5 PERSONS ENTITLED TO SIGN THE NAME OF THE ASSOCATION

The name of the association is written alone by the chair and the managing director or together by two board members. The Board of Directors may grant the right to write the name to the person they have appointed.

6 ACCOUNTING PERIOD AND AUDITING

The associations accounting period is a calendar year.

A single auditor and one deputy auditor are elected for the association. If an auditing firm is selected as an auditor, the deputy auditor does not need to be selected.

The term of the auditor and the deputy auditor is the time between the annual meetings.

7 MANNER OF AND PERIOD FOR CONVENING A MEETING

The associations meetings are convened by the Board. The meeting notice must be sent no later than fourteen (14) days before the meeting by sending an electronic invitation to each member.

8 MEETINGS OF THE ASSOCIATION

The Annual Meeting of the Association is held annually on a date set by the Board before the end of March.

An additional meeting shall be held when the Board considers is to be necessary or when at least one tenth (1/10) of the associations members entitled to vote on the matter send a written request to the Board. The meeting shall be held within thirty (30) days of the submission of the request.

Each full member of the association has one vote at the annual meeting. The other private equity investors and the associate members have attendance and speaking rights at the association’s meeting. Decisions are made by a simple majority. When votes are equal, elections are resolved by lottery, but in other matters the meetings chair’s opinion rules.

9 THE ANNUAL MEETING

The annual meeting of the association deals with the following issues:

1. Opening of the meeting

2. The chair of the meeting, the secretary, two examiners of the minutes and two counters are elected.

3. Stating the legality and quorum of the meeting

4. Approving the Rules of Procedure of the meeting

5. Presentation of financial statements, the annual report and the auditor’s statement

6. Decisions on the confirmation of the financial statements and exemption of liability of the Board of Directors and other account holders shall be given.

7. Confirmation of the action plan, revenue and expenditure estimate, the limits of the membership fee categories and amounts of the membership fees.

8. The number of members of the Board of Directors shall be decided, the Chair of the Board of Directors and the ordinary members and the personal deputies of ordinary members shall be elected.

9. Appoint one regular auditor and, if necessary, one deputy auditor

10. Discuss the other matters mentioned in the notice of the meeting

If a member of the association wishes to have a case heard at an association meeting, he or she must in good time notify the board in writing so that the matter can be included in the notice of the meeting.

10 CHANGING THE RULES AND THE DISMISSAL OF THE ASSOCIATION

The decision to change the rules is made in accordance with section 27 § of the Finnish Companies Act, which states that the rule change is dealt with at a meeting of the association and the decision is made by 3/4 majority of the votes cast. The notice of the meeting must mention the modification of the rules or the dissolution of the association.

If the association is dissolved, the association’s funds will be used to promote the purpose of the association as determined in the meeting that decides on the matter of dissolution. If the association is abolished, the funds are used for the same purpose.

II CODE OF CONDUCT

This Code of Conduct is intended to serve as a Code of Ethics for the private equity and venture capital industry in Finland.

The Code applies to the full members of the Association and if applicable to the other private equity investors. In terms of fund investors, the code applies only to funds of funds. Other fund investors are not subjected to the code of conduct.

1. The Association’s full members are incorporated institutions that engage in private equity and venture capital activities and whose operations are of a kind that promotes development in the industry. The members aim to promote the development of the private equity and venture capital operating environment and entrepreneurship in Finland.

2. In their business dealings, the Association’s full members shall observe good business practices and maintain the ethical level of the industry. Full members shall be honest in dealings with their investee companies and with each other.

3. In their dealings, full members shall maintain a high level of professionalism and shall, to the best of their abilities, avoid operating or acting in a way that is detrimental to the industry.

4. The purpose of the private equity and venture capital operations of the Association’s full members shall be to achieve a return on invested capital in the long term through the development of investee companies.

5. Full membership of the Association presupposes active participation in developing the business operations of investee companies in a manner that benefits the investees.

6. The Association’s full members shall not, without separate permission, hand over and place at the disposal of third parties confidential information which has been given during investment negotiations or in the course of the investment relationship. In making joint investments (syndications), however, full members shall see to it that information concerning potential and existing investees is available to all the parties of the syndication on an equal basis.

7. Profits paid to the fund investors and to the full members of the Association and its partners or other key parties must be based on written agreements.

8. The Association’s full members must obtain in a reliable manner all essential information connected with the operations and financial situation of investee companies and pass it on to investors.

9. A full member of the Association shall not use for their own interest confidential information that has been addressed to the Association or abuse their position as a member of the Association.

10. Full members will not accept in their funds subscribed capital from unspecified sources.

11. Full members will incorporate responsible investment policy into their business decisions [NEW REQUIREMENT: ENTERS INTO FORCE STARTING FROM 1.6.2018].

12. A full member of the Association shall comply with the Transparency and Disclosure Guidelines of the Association.

13. A full member of the Association shall contribute to the maintenance of statistics of the private equity and venture capital industry.

TRANSPARENCY AND DISCLOSURE IN THE VENTURE CAPITAL AND PRIVATE EQUITY INDUSTRY

Guidelines

These transparency and disclosure guidelines provide a framework for the private equity industry to enhance stakeholders’ understanding and confidence of the industries activities. The guidelines are intended to serve as a standard for transparency and disclosure in the private equity industry in Finland.

These guidelines apply to private equity investing (later “private equity investors”), if

–  The private equity firm is a full member of the Finnish Venture Capital Association

–  The private equity firm actively participates in the development of the business of the portfolio companies

Other private equity investors and funds of funds apply the guidelines as appropriate. The guidelines are not applied to Fund Investors (excluding the Funds of Funds).

The use of the guidelines is based on a ”comply or explain” practice, which is a common self-regulation principle. An individual guideline may be departed from if there is a justified reason for the deviation. For each deviation and its reasons, an explanation must be given to the association.

Private equity investors must maintain a website with up-to-date information on the following:

a)      General overview of ownership and management

b)      Brief description of the management company’s founding and history

c)      Contact info of the person most suitable to answer media inquiries

d)      Names, total committed capital and investment strategies of investment funds under management of the management company

e)    Breakdown of investors by type and geographical location of the individual investment fund

• Investors are classified as follows: pension companies, public sector, insurance companies, funds of funds, banks, corporate investors, family offices, private individuals, foundations and donations, academic institutions, other asset managers, or other.
• Geographical location is classified as follows: Finland, elsewhere in Europe and rest of the world.

f)      Description of the individual investment fund’s portfolio companies, specifying: name of the target company, timing of the investment, industry, link to the company’s website (if applicable)

g)      Information on the valuation principles of the individual investment fund

h)   Information on the guidelines applied to investor reporting

i)      List of target companies which the individual investment fund has divested, and the exit year

j)      Information on the responsible investment policy applied

k)       Information on the status of the investor under the AIFM, including whether the company is: Licensed – and thus fully covered by the act on AIFM and supervision or Registered – and therefore only covered by the Act on AIFM to a limited extent

l)     Information about FVCA’s membership and compliance with FVCA’s rules and guidelines.

The management company updates the information on its website so that the information provided gives an up-to-date and accurate picture of the current activities. The information can be given in Finnish or English.

The management company is also encouraged to participate in the collection of surveys related to the association’s research activities to promote transparency and disclosure of the industry.

If the transparency and disclosure guidelines conflict with binding regulation, the management company will have to comply with binding regulation instead of these guidelines.

In order to promote active dialogue with the media and the general public, the association maintains an up-to-date membership register available to the media and the general public. In addition, the association provides links to members’ websites on its own website.

Professional Standards Handbook – Invest Europe

Invest Europe released the latest version of the private equity industry handbook in November 2015. The handbook is a comprehensive collection of standards and recommendations aimed at enhancing good governance, transparency, and sustainability within the industry.

Invest Europe Professional Standards Handbook