Corporate Governance

The Corporate Governance and the Audit Reports/Statements can be found in the Annual Reports, which can be downloaded from:

As a limited liability company incorporated in Sweden, Sotkamo Silver is governed under the provisions of the Swedish Companies Act and its Articles of Association. The Board of Directors has responsibility for control and management of the Company, and Chief Executive Officer has the day-to-day responsibility. Shareholders participate in the control and management of Sotkamo Silver through actions taken at general meetings.

The Board of Directors at Sotkamo Silver AB sets the standard for the Company's business. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee management. To fulfil its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are outlined in the Swedish Corporate Governance Code and the Guidelines issued by NGM Equity stock exchange, Stockholm.

The Swedish Corporate Governance Code is based on the principle of comply or explain. That means that Sotkamo Silver do not always have to comply with every rule in the Code. If the Company finds that a certain rule is inappropriate due to particular circumstances, it can choose another solution than that found in the Code. The company must, however, clearly state that it has not complied with the rule, along with an explanation of the Company's preferred solution and the reason for this. Companies must also give an account of how they have applied the Code in an Annual Corporate Governance Report, including alternative solutions and the reasons for them.

The Swedish Corporate Governance Code is available on The Swedish Corporate Governance Board’s website at:

http://www.bolagsstyrning.se/current-code

The Company applies the Swedish Corporate Governance Code but has departed from the following recommendations under the Code:

The Company applies the Swedish Corporate Governance Code, except to the rules that the Company does not have any Remuneration Committee, as the Board believes that committee-work is so important, that the entire Board is engaged in these issues.

Internal control

The foremost aims of corporate governance are to promote an active and responsible ownership, to uphold a transparent and sound balance of power between owners, board and corporate management as well as to ensure correct and accessible corporate information towards the shareholders, the capital market and the society. Sotkamo Silver AB´s corporate governance and internal control are described in Annual Report and the latest issued prospectus.

Financial and resource reporting

The Board of Directors is responsible to ensure that Company’s organisation is structured in such a way that the Company’s financial circumstances can be satisfactory controlled and that external financial information such as Interim Reports and Annual Reports are prepared in accordance with the legal requirements, relevant accounting standards and other rules and directives applicable to listed companies. Sotkamo Silver applies International Financial Reporting Standards (IFRS) as approved by the European Union.

The Company has also chosen to report mineral resources and ore reserves according to the internationally accepted JORC-code.

The Interim Reports are examined by the Board as a whole and issued by the CEO on behalf of the Board. The CEO ensures that financial accounting in the group companies is carried out in compliance with legal requirements and that financial management is conducted in a satisfactory manner.

The Board ensures the quality of the Group’s financial reporting and deals not only with the Company’s financial reports and significant accounting matters, but also matters related to internal control, compliance with rules, reliability of reported values, events after the balance date, changes in estimates, judgments and other conditions which affect the quality of the financial statements.

Risks and risk management

Sotkamo Silver works continuously to assess and evaluate risks, which the Group is, and may be, exposed to.

The CEO and the Board are responsible for specifying and implementing day-to-day risk management procedures and to ensure that risks are taken into account in the Group’s strategic planning. The CEO coordinates risk management activities and risk reporting.

Sotkamo Silver divides its risks into two main categories: Business and industry related risks and risks associated with shares. The risks, which Sotkamo Silver is, or may be exposed to, are described in the Annual Report.

Nomination Committee

The Annual General Meeting adopts the following guidelines for the nominating process. The owners, based on statistics from Euroclear Sweden AB on August 31st, which holds the largest number of shares and voting-rights shall, after consultation with the three next biggest shareholders, appoint a Nominating Committee of three people. The composition will be published on the Company's web page. The Nominating Committee’s task is to present proposals before the Annual General Meeting regarding a number of the Directors, composition of the Board and fees payable to Directors and special fees payable for Committee Assignments, if any. Further, the Nominating Committee shall present proposals for the Chairman of the Board and the Chairman to preside over the Annual General Meeting and, where applicable, on auditors and their fees. The Chairman of Nominating Committee is appointed by the Nominating Committee. The Nominating Committee’s mandate-period applies until a new Nominating Committee has been appointed. If a member of the Nominating Committee leaves the Committee before its assignment has been completed, or if a material change occurs in the ownership after the appointment of the committee, the Nominating Committee’s composition shall be changed in accordance with the above principles. Changes in the composition of the Nominating Committee shall be published on the Company´s website.

The Nominating Committee’s proposals shall be publicly announced in connection with the publication of the notice of the Annual General Meeting. In connection with its assignment the Nominating Committee shall fulfill the duties which, according to the Swedish Code of Corporate Governance, are incumbent upon the company’s nominating process, and at request of the Committee, Sotkamo Silver shall provide personnel resources, such as a secretarial function for the Nominating Committee, to facilitate the Committee’s work. Where needed, Sotkamo Silver shall also be able to bear reasonable costs for external consultants, which are deemed by the Nominating Committee to be necessary for the Committee to fulfil its assignment.

Remuneration

The primary objective of remuneration is to attract, retain and motivate key personnel, as well as to provide a competitive remuneration-package in the prevailing market-situation. To ensure that compensation elements are aligned with shareholder interests, remuneration is based on the achievement of specific individual targets and corporate goals. Furthermore, remuneration levels are systematically compared to the industry’s general remuneration practices, and long-term incentive schemes are based on the positive development of the Company’s goals.

Remuneration of members of the Board of Directors

Remuneration of the Board of Directors consists of annual compensation. The Annual General Meeting decides on the remuneration of members of the Board of Directors. In 2023 the AGM decided the annual compensation of the members of the Board as follows: Chairman of the Board EUR 38 800 per annum, Vice chairman of the Board EUR 24 600 per annum and other members of the Board EUR 20 000 per annum. A meeting fee for each Board meeting and audit committee meeting was set to EUR 500 for each participating Board member.

Guidelines for compensation to Management

The 2023 Annual General Meeting approved the guidelines for the executive management's compensation for 2023. The remuneration report for 2023 can be found in Swedish from the link below:

Remuneration report 2023 (in Swedish)

Successful implementation of Sotkamo Silver's business strategy and the safeguarding of Sotkamo Silver's long-term interests, including its sustainability, presupposes that Sotkamo Silver can offer its senior executives market-based remuneration enabling the Group to recruit and retain qualified employees. Corporate management and senior executives refer to the CEO, the Deputy CEO and other members of the management team. The guidelines do not include remuneration decided by the Annual General Meeting such as remuneration to Board members.

The remuneration to the executive management must consist of the following parts (i) fixed basic salary, (ii) variable salary, (iii) pension benefits, (iv) customary benefits. Variable remuneration should be payable based on achieved profit targets for the company as a whole as well as earnings targets for individual executives and implementation of certain projects. The variable salary must not exceed 25 per cent of the fixed base salary. Pension benefits must be premium-based and can amount to 20 percent of the basic salary.

In the event of termination by the employer, the period of notice is not more than six months and in the event of termination by the senior executive, the period of notice is three months.

The Board of Directors may decide to temporarily deviate from the guidelines, in whole or in part, if there are special reasons for this in an individual case and a departure is necessary to meet the Sotkamo Silver Group's long-term interests, including sustainability, or to ensure the Group's financial viability.

Compensation to CEO and Managing Director in the Finnish subsidiary consists of base-salary and an annual performance-based bonus. Base-salary is based on the executive’s position, skills, experience and individual performance. The pension benefits are determined by statutory employment pension cover and complementary pension-insurance. The Managing Director is entitled to a daily allowance for business-trips and a company car, by the tax guidelines of the Finnish Tax Administration and the maximum amounts decided by the Ministry of Finance from time to time. Other remunerations are selected fringe-benefits such as liability- and travelers-insurance and benefits related to mobile-phone. The employment may be terminated by the director with three (3) months written notice and from the Company with six (6) months written notice.

To ensure that compensation elements are aligned with shareholders´ interest, remuneration is based on the achievement of specific individual targets and corporate-goals. Total remuneration development is regularly compared to general remuneration developments within the industry.

Compensation Table 2023 Amount KSEK	Gender	Base salary /fee	Variable enumeration	Audit committee	Social security expenses	Pension expenses	Total compensation
Eeva-Liisa Virkkunen, Chair of the Board	Female	586	-	46	-	-	632
Sixten Sunabacka, Vice Chair of the Board	Male	417	-	-	-	-	417
Jarmo Vesanto, Board Member	Male	376	-	-	-	-	376
Kimmo Luukkonen, Board Member	Male	370	-	29	-	-	399
Jukka Jokela, Board Member	Male	364	-	-	-	-	364
Mauri Visurii, Board Member	Male	222	-	-	-	-	222
Mikko Jalasto, CEO	Male	2 099	599	-	81	472	3 251
Other senior executives, 3	Male	4399	736	-	153	898	6 186
TOTAL		8 833	1 335	75	234	1 370	11 847

The AGM resolved on 2023 that the Board of Directors shall consist of six ordinary members and no deputies.

It was resolved to re-elect Eeva-Liisa Virkkunen, Sixten Sunabacka, Kimmo Luukkonen, Jukka Jokela and Jarmo Vesanto and to elect Mauri Visuri as a new member.

All members are independent in relation to the Company and its management and major shareholders of the Company.

Martin Johansson, Certified Public Accountant at Öhrlings Pricewaterhouse Coopers was elected until end of AGM 2024.

Insiders

The Company has a policy, which covers dealing in securities and applies to public as well as company- and project-specific insiders. A comprehensive register of public insiders which consist of Directors, Senior Executives and any other persons whose holdings are public according to Swedish law, is maintained by the Company and available on the website of the Swedish Financial Supervisory Authority, Finansinspektionen. www.fi.se

Sotkamo Silver’s register of company-specific insiders includes individuals who are defined by the Company as such and who regularly receive insider-information, due to their position within the Company. The Company also maintains a project-specific insider register when necessary. Project-specific insiders are prohibited from trading in the Company's shares until termination of the relevant project. All insiders are notified of close periods.

Sotkamo Silver Corporate Governance Statements

Auditor Martin Johansson's statement about Corporate Governance report:

"A corporate governance report has been prepared and its statutory content is consistent with the annual report and the consolidated annual report".

Sotkamo Silver ABs Corporate Governance statement is available in the Annual Report.

The Board of Directors

The Annual General Meeting appoints members to the Board. Termination shall be at the Annual General Meeting which also appoints Directors for next year. Annual General Meeting decides annual remuneration payable for Board and Committee work and the basis for its determination. There are no contracts on notice periods, remuneration or any other terms of appointment related to a person’s status as a member of the Board.

The Board of Directors of Sotkamo Silver AB sets standard for the Company's employees. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. The Board of Directors carrieds out yearly a self-assessment of its performance. The result of the assessment are discussed by the Board and used in their developing work.