Good governance

Introduction

The purpose of this instruction is to serve as guidelines for the members, shop stewards and employees of the Association for Finnish Work (hereinafter “Association”) and ensure compliance with the principles of good governance in all activities of the Association. The principles of good governance reinforce the transparency of the Association’s activities and governance, which supports public confidence in the Association’s activities. This instruction supplements the Code of Conduct insofar as an item has not been provided for in the Associations Act, other applicable legislation or the Constitution of the Association, which take priority over this instruction.

The Association is a politically independent, non-profit expert in Finnish work and working life owned by its members. The purpose of the Association is to promote appreciation of work done in Finland and improve the competitive standing of Finnish products and services. The membership of the Association consists of thousands of companies and communities of varying sizes. The Association issues and administers certifications for Finnish manufacture, design and contribution to social good. Most of the members of the Association have been granted the right to use the Key Flag, Design from Finland and/or Social Enterprise symbol. The Association organises training courses, coaching and events for its members, conducts studies, promotes networking between its members, and connects key stakeholders.

Membership

A Finnish company, cooperative, association or other entity of legal capacity that accepts the Association’s purpose can join the Association. The membership is granted by the Board of Directors.

We have defined the principles of responsible work, which our members agree to follow when they join the Association. We expect our subcontractors and suppliers to comply with the same principles.

Members of the Association for Finnish Work:

  • create jobs in Finland, strengthening both financial and social well-being
  • ensure safe and healthy working conditions for their employees, support their employees’ competence, well-being and equality and promote diversity in their work community
  • identify the most significant environmental effects and sources of emissions in their activities and take measures to minimise harmful effects on the environment; and
  • take into account the responsibility of production and operation also within acquisitions and the supplier chain.

A member may withdraw from the Association by providing the Board of Directors or its Chair with a written notice. A member may also withdraw from the Association by announcing it at an Association meeting, in which case the notice is written down in the meeting minutes. The membership shall end at the end of the calendar year in which the notice of withdrawal was given. A member who has failed to pay the membership fee for two consecutive financial periods may be ruled withdrawn by the Board of Directors. A member who violates the Association’s purpose or good commercial practice or acts otherwise in an inappropriate manner may be removed from the Association by the Board of Directors.

Association meeting

The members of the Association shall, at the call of the Association CEO, assemble for an annual Association meeting, held in the autumn at the latest, and for an extraordinary meeting when a) the Board of Directors deems it necessary for the purpose of discussing a specific matter, or when b) the convening of an extraordinary meeting for the purpose of discussing a specific matter is demanded by a motion to the Board of Directors signed by at least 1/20 of the members of Association. If the members of Association wish to call an extraordinary meeting to discuss a specific matter, the Board of Directors must be notified of this in writing in good time in advance to ensure the matter will be included in the notice of meeting.

Upon decision of the Board of Directors or the Association meeting, members may participate in the Association meeting remotely via a telecommunications link or another technological aid. Only the matters specified in the notice of meeting shall be discussed at Association meetings.

The notice of meeting shall be sent to the members by post or email no later than 10 days before the meeting. The notice of meeting shall mention the time and place of meeting and if advance registration is required. The notice of meeting shall also mention if members are allowed to participate in the meeting remotely via a telecommunications link or another technological aid. The notice of meeting shall specify the requirements for remote participation, the technical requirements, any restrictions on the right to speak imposed on those participating in the meeting remotely, and the procedure to be followed.

The Association meeting shall

  1. elect the meeting chair
  2. elect the secretary and two (2) scrutinisers of the minutes and, if necessary, two (2) vote counters
  3. declare the legality of the meeting and a quorum and approve the meeting agenda
  4. receive the Association’s annual report, financial statements and auditor’s report
  5. approve the financial statements
  6. decide on releasing the Board of Directors and other persons accountable from liability
  7. elect the chair and members of the Association’s election panel to replace the retiring members
  8. confirm the number of Association council members
  9. determine the meeting fees of the Association council chair, vice chair and members
  10. elect the members of the Association council to replace the retiring members
  11. elect the chair and two (2) vice chairs of the Association council to replace the retiring members
  12. approve the amount of the entrance and membership fees
  13. elect one (1) Authorised Public Accountant and their personal deputy or Authorised Public Accountants; and
  14. discuss the other matters mentioned in the notice of meeting.

Each member has one vote in the Association meeting.

The members of the Board of Directors and council have a right to speak and participate in the meeting, but no right to vote.

Association’s election panel

The Association has an election panel, which consists of the 3–5 members elected by the Association meeting, of which one (1) is elected as chair. The election panel members’ term is for three (3) years. The Association’s CEO serves as secretary at the election panel’s meetings. A retiring member and chair may be re-elected.

The Association’s election panel proposes candidates for the council and Board of Directors annually.

Association council

The Association shall have a council that exercises the Association’s decision-making powers. However, the council shall not hold decision-making powers regarding matters that, pursuant to these rules, are within the decision-making powers of the Association meeting, or matters about which the Association meeting has made a decision or matters that are under consideration at the Association meeting.

The council shall consist of the Association council chair and two (2) vice chairs, elected for three (3) calendar years at a time by the Association meeting, and at least 15 but no more than 32 members elected for three (3) years by the Association meeting, of whom one third shall retire annually. No more than 1/5 of the council members may be representatives of associations or members of organisations other than the Association. The rest of the council members shall be elected from the Association’s member companies. The council members shall have a personal deputy member.

A retiring member, chair and vice chair may be re-elected.

The council shall, at the call of the Board of Directors, assemble for an ordinary annual meeting, held in the autumn at the latest, and for an extraordinary council meeting when a) the members of the council so decide, b) the Board of Directors deems it necessary or c) 1/10 of the members of the council deems it necessary. The notice of meeting shall be sent to the council members by post or email no later than one (1) week before the meeting. The notice of meeting shall mention the time and place of meeting and if advance registration is required. The notice of meeting shall also mention if members are allowed to participate in the meeting remotely via a telecommunications link or another technological aid. The notice of meeting shall specify the requirements for remote participation, the technical requirements, any restrictions on the right to speak imposed on those participating in the meeting remotely, and the procedure to be followed.

The council shall have a quorum when the council chair and 1/5 of the members are present. It is possible to participate in council meetings remotely via a telecommunications link or another technological aid.

Decisions shall be adopted by majority vote. In the case of a split vote, the council chair shall have a casting vote.

At its ordinary meeting, the council shall

  1. determine the fees of the members of the Board of Directors
  2. elect the members and deputy members of the Board of Directors
  3. elect the Chair and Vice Chair of the Board of Directors to replace the retiring Chair and Vice Chair; and
  4. approve the Association’s action plan and budget for the next calendar year.

In addition, the council shall

  1. discuss matters presented to it by the Board of Directors or the members of the council or the Association via the Board of Directors.

Board of Directors

The Association is represented by a Board of Directors consisting of a Chair and Vice Chair as well as 6–10 other members and one (1) deputy member. The members of the Board of Directors are elected at the council’s ordinary meeting. A member can be elected for no more than two (2) consecutive terms.

The term of the members of the Board of Directors is for three (3) years. A member’s term begins with their election and ends when a new member is elected.

The Board of Directors shall have a quorum when the Chair or Vice Chair and at least half of the members are present at a meeting. Decisions shall be adopted by majority vote. In the case of a split vote, the Chair shall have a casting vote.

The purpose of the Board of Directors is to guide the Association’s activities. In addition to the duties specified herein, the Board of Directors shall

  1. take care of the Association’s matters with care pursuant to law and regulations as well as the Association’s decisions
  2. approve the Association’s strategy and action plan
  3. appoint and dismiss the Association’s CEO and decide their terms of employment
  4. decide on the remuneration of the Association’s CEO and employees
  5. process member applications
  6. decide on the dismissal of members
  7. prepare the matters to be discussed at the Association meeting and by the council
  8. manage and control the Association’s property
  9. set up committees and commissions deemed necessary to assist it in the preparation and processing of matters; and
  10. prepare the Association’s financial statements and report on the Association’s activities in the previous calendar year.

The Board of Directors shall convene at least five (5) times a year.

The Board of Directors have access to a digital workspace, in which all materials are shared with the members approximately one (1) week before the meeting. The members of the Board of Directors have read-only rights to the workspace. Certain information, such as new members and withdrawn members, is updated in the workspace. The Constitution of the Association as well as the minutes of previous meetings of the Board of Directors, appendices included, are available in the workspace.

The Board of Directors shall file a notification of related entities annually.

Mark committees

The Board of Directors of the Association shall appoint committees for the symbols granted by the Association (Key Flag, Design from Finland and Social Enterprise), that consist of a chair, vice chair and 5–10 members, for one (1) year at a time. The committees make decisions concerning symbol applications independently.

A committee shall have a quorum when the chair or vice chair and at least half of the members are present at a meeting. In the case of a split vote, the chair shall have a casting vote.

The Board of Directors is informed of the committees’ decisions. The committees shall convene approximately 4–6 times a year.

Up-to-date information of Association bodies

Up-to-date information of the Association bodies’ members and chairs is published on the Association’s website. The information is updated annually after each Association and council meeting or following changes that take place during the year.

Symbols and their management

The Association office pre-processes the applications for the right to use the symbols received electronically and presents them to the appropriate committees.

The Association uses a digital workspace, in which the committee’s meeting materials are managed. Each committee has a designated workspace.

When the applications have been pre-processed for the appropriate committee in the Association’s member register, the information is transferred to the committee’s workspace. In the workspace, a member of the committee can view and comment on the applications in real time. All information related to the usage right applications shall be treated in confidence and kept secret.

The workspaces contain the rules for granting and using the symbols, other possible instructions as well as the previous meetings’ minutes.

The usage rights are managed and the products and services that have been granted the right to use a symbol are monitored in the Association’s member register. Members who have the right to use a symbol and their products/services are published on the Association’s website.

Processing of complaints

The committees process symbol applications and complaints according to the terms of use of the symbols and symbol-specific rules. The complaints can concern rejected symbol usage right applications or use against the symbol terms and conditions. If an applicant is unhappy with the committee’s decision, they may file a request for clarification with the Association’s Board of Directors.

Association’s complaint process:

Complaints must be filed in writing and under the person’s/company’s own name. Anonymous complaints are not processed. The complainant’s information is kept confidential, however, if an unfounded complaint causes the subject of the complaint financial harm, which leads to legal proceedings, the information shall be made public. The complaint must state clearly which symbol, organisation and product/service it concerns. Evidence of the violation must be attached to the complaint (hearsay etc. does not suffice as evidence).

Complaints are processed by persons who are responsible for the complaint process and prepare symbol applications for each committee. Information of an individual complaint is provided to the symbol committee concerned and/or the Association’s Board of Directors only if it necessary for the further processing of the case.

Member register

The Association’s members and symbol usage rights are managed in the member register. The database contains, for example, the following information of each member: length of membership, symbol usage rights granted to members, contact details, and invoicing and payment information. The database also contains various reports and it is used to manage the Association’s agreements and events, send invitations and carry out customer communication.

The Association offers its members an extranet service, through which a member can manage the usage rights of symbols granted to it and its contact details.

Data protection

The Association observes essential data protection legislation (EU General Data Protection Regulation (679/2016), Act on the Protection of Privacy in Working Life (759/2004) and Data Protection Act (1050/2018)). The Association uses MyGDPR for the management of GDPR matters. The Association’s current privacy policy is available on the Association’s website: www.suomalainentyo.fi. 

Authority to sign documents on behalf of the Association

Two (2) persons are always required to sign on behalf of the Association. The Chair and Vice Chair of the Association, the Chair of the Board of Directors, the CEO and the designated employees are authorised to sign on behalf of the Association.

CEO and personnel

CEO

The CEO shall be elected and dismissed by the Board of Directors. The CEO’s employment contract shall be signed by the Chair of the Board of Directors. The CEO’s expenses shall be approved by the Chair of the Board of Directors.

The CEO shall

  1. manage and develop the Association’s activities pursuant to the guidelines provided by the Board of Directors
  2. prepare the Association’s strategy and action plan
  3. appoint and dismiss the Association’s employees and decide their terms of employment
  4. prepare and present the matters to be discussed at the Board of Directors’ meetings
  5. act as secretary at the election panel’s meetings
  6. give opinions on the matters discussed at the Association’s meetings and by the council and the Board of Directors, and ensure the implementation of decisions made; and
  7. organise the Association’s asset management and accounting.

The CEO is authorised to sign documents on behalf of the Association together with another person authorised to sign.

The CEO shall file a notification of related entities annually.

Personnel

The Association’s employees are selected and their employment contracts’ are signed by the Association’s CEO.

The Association follows the manager’s manager principle in salary adjustment.

The Association follows the collective agreement for senior salaried employees in technology industries. It is possible to sign an employment contract for total working time in line with the collective agreement. The employees have elected a health and safety representative and two (2) deputy representatives. The Association’s administrative manager serves as the head of occupational health and safety.

The employees’ daily working time is 7 h 45 min. The employees’ daily working time and holidays are tracked in the working hours monitoring system.

The Association has concluded both weekly working hours contracts and total working hours contracts with its employees.

The employees have a holiday bank, in which they can accrue a maximum of 30 holidays.

The Association has prepared a workplace guide containing the workplace’s practices. The workplace guide also describes how the occupational health care services, employees’ insurance policies and employment pension insurance have been organised.

The matters related to the employees’ remuneration have been described in a separate remuneration system description prepared by the CEO and approved by the Board of Directors.

The employees’ job satisfaction is monitored with a regular employee survey and personal performance appraisals.

Responsibility and domestic origin

The Association complies with laws, provisions and official regulations in all its activities and expects its partners and members to do the same.

Our activities have a positive effect on employment through the Association’s and Avainlippu Oy’s acquisitions. These acquisitions consist of e.g. advertising, communication and media work and the development of our digital services.

We make all our acquisitions in a responsible manner by observing approved acquisition practices. We work fairly and transparently with all our partners. All the required information about the Association’s acquisitions and memberships is provided directly and to the extent required upon request. We do not allow personal or close relations with our partners influence our decision-making.

All of the work for the Association is done in Finland, and we also ensure that our subcontractors operate in Finland. According to our acquisition rules, we always primarily buy from our member companies and secondarily from other Finnish companies, if possible.

We assess our activities’ environmental impacts and strive to reduce and prevent their potential negative effects.

The Association encourages its members to be responsible by, for example, organising responsibility training. Members of the Association for Finnish Work are required to commit to our responsibility principles.

The Association has a separate Code of Ethics. The Association’s personnel, Board of Directors and members of other Association bodies are committed to the Code of Ethics.

Acquisitions

The Association concludes a written purchase agreement or framework agreement with its suppliers. The Association uses a ready-made agreement template.

The Association follows the acquisition rules approved by the Board of Directors, which also apply to Avainlippu Oy:

  1. When a suitable supplier is found among the Association’s members, acquisitions are made primarily from the Association’s member companies or, at the very least, from Finnish companies.
  2. For acquisitions of significant value, a written quote must be requested from at least three (3) product/service providers.
  3. In exceptional cases, when a project is a natural continuum to a previous project or when there are verifiably no three (3) comparable options available, an acquisition may be made without tendering.
  4. Regarding project-related acquisitions or acquisitions related to items specified in the Association’s/Avainlippu Oy’s budget, the project manager or the person responsible may make acquisitions of under EUR 500 independently. The CEO’s permission is required for acquisitions of over EUR 500.
  5. When the supplier has been selected, a written purchase agreement is concluded pursuant to the Association’s acquisition rules. It is also possible to conclude a framework agreement with a supplier and require a separate order confirmation for each order that references the framework agreement.
  6. If the Association has received public financing for a project or similar, the project manager or the person responsible for the acquisition shall investigate whether the regulations on public acquisition tendering apply to the acquisition in question.
  7. The Association’s continuous services shall also be tendered for on a regular basis.

Risk management

The Association does not have a separate risk management policy. The CEO maintains a continuous dialogue with the Board of Directors and personnel about potential strategic and operational risks. If necessary, the Board of Directors and CEO shall take action. All employees of the Association shall promote a risk management culture and protect the reputation and reliability of the Association and its symbols. In the event of a realised risk, the Association’s personnel and Board of Directors shall manage the crisis and communicate about the actions taken in an efficient and systematic manner, minimising the risk’s impact on the Association’s activities and reputation.

Financial administration

The Association’s financial year is one calendar year. The Association’s financial statements are published on the Association’s website. An external accounting firm takes care of the Association’s financial administration and accounting.

The Association’s main bank is Helsinki OP Bank plc and the secondary bank is Nordea Bank Finland plc.

The Association has a separate investment policy that also applies to Avainlippu Oy, a company owned fully by the Association.

Invoicing

Member invoicing

At the start of the calendar year, the Association members are send an annual survey, requesting the members to provide their general turnover information and symbol-specific turnover information for each product/service.

The membership fees are invoiced in spring so that all current members have been invoiced by the end of May.

Members who join the Association in the middle of the year are invoiced after the Board of Directors’ meetings as follows:

January–June:                    membership fee 100%
July–October:                     membership fee 50%
November–December:      membership fee 15%

The Association may apply special membership fees in cases defined by the Board of Directors, e.g. on groups.

Invoices for symbol usage rights

Following the committee meetings, the symbols’ usage rights will appear under the customer information of members who have been granted the right to use the symbols. The invoices will be sent after the committee meetings.

Invoices for corporate collaboration (Avainlippu Oy)

The person responsible for the project creates an entry in the member register, that contains the information of the members and contact persons involved in the corporate collaboration. The information is entered automatically under the information of the members concerned.

The members joining corporate collaboration are drawn up contracts, i.e. order confirmations. After the approval of the contracts, the sales team will notify the administration when the collaboration is ready for invoicing. The order confirmations will be saved under the member’s information in the member register.

Purchase ledger

The Association receives purchase invoices mainly as e-invoices. The e-invoices are sent for review in an electronic system. After review, the invoices are sent to the CEO for approval. Then, the invoices are sent to the purchase ledger, from where they are paid and transferred to accounting. Purchase invoices are posted by the accounting firm.

Payroll administration

Salaries are paid once a month. The CEO approves the payment of salaries.

Travel expenses accounts and other expenses are reviewed by the administrative manager and approved by the CEO. After approval, a travel expense account is recorded manually for calculation of pay and paid together with the salary.

Audits

The Association’s auditor (Authorised Public Accountant or Authorised Public Accountants) and, if necessary, a deputy auditor are selected by the Association’s meeting for one (1) year at a time.

The auditor shall be provided with the Association’s accounts and receipts for review in good time in advance, so that the financial statements and auditor’s report can be sent to the Association’s members for information no later than 10 days before the Association’s meeting.

Corporate collaboration

The Association prepares contracts, i.e. order confirmations, for members joining corporate collaboration. Corporate collaboration is mainly done through the Association-owned limited company Avainlippu Oy.

Corporate gifts and remembrance

The Association’s personnel shall not give or receive gifts that deviate from normal courtesy or politeness.

Avainlippu Oy

Avainlippu Oy is a limited company owned fully by the Association. Avainlippu Oy’s turnover is generated by corporate collaboration done with the Association’s members and the symbol products sold.

Avainlippu Oy employs one person and the Association’s CEO serves as the CEO. The CEO is not paid a salary for their work at Avainlippu Oy. The Association’s administrative manager is responsible for the administration. The Chair of the Board of Directors, the CEO and the designated employees are authorised to sign on behalf of Avainlippu Oy.

The Association’s Board of Directors elects, among its members, a representative for Avainlippu Oy’s annual general meeting and the Board of Directors of Avainlippu Oy, which consists of two (2) regular members and one (1) deputy member.

The members of the Board of Directors of Avainlippu Oy shall file a notification of related entities annually.

 

13 December 2023