The Board of Directors is responsible for the Company’s management and for the due organization of the Company’s operations in accordance with the relevant legislation and the Company’s Articles of Association. The Board of Directors controls and monitors the Company’s operational management; appoints and dismisses the CEO; and approves the major decisions affecting the Company’s strategy, capital expenditures, organization, remuneration and bonus systems covering the management, and finances.
Charter of the Board
As part of the Company’s corporate governance, the Etteplan Oyj Board of Directors has approved written rules of procedure to control Board work. The Board's rules of procedure complement the stipulations of the Finnish Companies Act and the Articles of Association of the Company. Charter of the Board is presented on the Company’s website.
Charter of the Board: Charter_of_the_Board.pdf
Meetings of the Board
The Board meets as often as appropriate fulfilment of its obligations requires.
In the financial year 2017, the Board held a total of 11 meetings two of which were phone meetings. The Board members participated in the meetings as follows: Patrick von Essen, Matti Huttunen, Robert Ingman and Leena Saarinen in 11 meetings, Pertti Nupponen and Teuvo Rintamäki in one meeting and Cristina Andersson and Mikko Tepponen in 10 meetings. In addition to the members of the Board, the Company's CEO attended Board meetings as the Secretary to the Board.
Performance evaluation of the Board
On an annual basis, the Board of Directors assesses its own activities and work practices. The Board specifies the criteria to be used in the assessment, which is carried out as internal self-evaluation. The results of these activities are handled by the Board.
Composition of the Directors
The Annual General Meeting elects the members of the Board of Directors. The Nomination and Remuneration Committee of the Board of Directors of Etteplan Oyj prepares a list of proposed members of the Board of Directors for consideration by the General Meeting. The Board proposed candidates are reported upon in the summons to the meeting and on the Company’s website.
According to the Articles of Association, the Board of Directors shall have a minimum of three and a maximum of seven members. The Board of Directors shall be elected for a term of one year at a time.
In accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee the Annual General Meeting held on April 4, 2017 elected the following persons as members of the Board of Directors:
- Robert Ingman (born 1961), Chairman, Managing Director Ingman Group Oy Ab, M.Sc. (Eng.) and M.Sc. (Economics), 16,540,000 shares
- Cristina Andersson (born 1959), entrepreneur / management consultant, Develor Productions Oy, trade technician MKT, 200 shares
- Patrick von Essen (born 1963), CEO of Dovre Group, M.Sc. (Eng.), no ownership
- Matti Huttunen (born 1967), COO Rolling Stock PKC Group Plc, B.Sc. (Eng.), no ownership
- Leena Saarinen (born 1960), professional board member, M.Sc. (Food technology), 38 shares
- Mikko Tepponen (born 1979), Vice President Wärtsilä Finland, M.Sc. (Technology) Automation Technology, no ownership
The Board of Directors of Etteplan Oyj elected on April 4, 2017 in its organization meeting subsequent to the AGM Robert Ingman as Chairman of the Board.
The ownerships are listed as per December 31, 2017 and include shares possibly owned by controlled entities. Further information on the Board members is available on the Company’s website and partly in the Annual Report 2017.
Independence of the Directors
The majority of the members of the Board shall be independent of the Company. In addition, at least two of the members of the Board representing this majority shall be independent of significant shareholders of the Company.
The Board shall evaluate the independence of its members and report which of them are independent of the Company and which are independent of significant shareholders.
Robert Ingman, Cristina Andersson, Patrick von Essen, Matti Huttunen, Leena Saarinen and Mikko Tepponen are independent of the Company.
Cristina Andersson, Patrick von Essen, Matti Huttunen, Leena Saarinen and Mikko Tepponen are independent of significant shareholders.
Diversity of the Board
The Board of Directors of Etteplan has defined the principles on the diversity of the Board in compliance with the Corporate Governance Code 2015. Accordingly, the requirements on the size, market position and business industry of the Company should be duly reflected when composing the Board of Directors.
When composing the Board the objective is that the members have versatile and different know-how on various industries so that the professional profiles of the members complete each other. The composition of the Board aims to ensure that it has extensive know-how on the essential strategic focus areas of the Company. In addition, the aim is to ensure that the Board will consist of both genders.
The diversity principles defined by the Board of Directors were well fulfilled in the financial year 2017. The Company will continue to execute the principles in the financial year 2018.