Board of Directors Back to Corporate governance 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. The Board of Directors also approves the principles of risk management and ensures the proper operation of supervision of the management system. Charter of the Board As part of the Company’s corporate governance, the Etteplan Oyj Board of Directors has approved written charter to control Board work. The Board's charter complements the stipulations of the Finnish Companies Act and the Articles of Association of the Company. 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 2020, the Board held a total of 12 meetings two of which were e-mail meetings. Some Board meetings were held as Teams meetings due to the prevailing COVID-19 situation. The Board members participated in the meetings as follows: Matti Huttunen, Robert Ingman, Leena Saarinen and Mikko Tepponen in 12 meetings, Päivi Lindqvist in nine meetings. Cristina Andersson participated in three 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 8, 2021 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), 16,550,000 shares Matti Huttunen (born 1967), CEO, Nordic Resque Group Oy, B.Sc. (Eng.), no ownership Päivi Lindqvist (born 1970), CFO, Glaston Oyj, M.Sc. (Econ.) and MBA, 1,000 shares Leena Saarinen (born 1960), professional board member, M.Sc. (Food technology), 1,138 shares Mikko Tepponen (born 1979), Chief Digital Officer, FLSmidth A/S, M.Sc. (Technology) Automation Technology, no ownership The Board of Directors of Etteplan Oyj elected on April 8, 2021 in its organization meeting subsequent to the AGM Robert Ingman as Chairman of the Board. The ownerships include shares possibly owned by controlled entities. 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, Matti Huttunen, Päivi Lindqvist, Leena Saarinen and Mikko Tepponen are independent of the Company. Matti Huttunen, Päivi Lindqvist, Leena Saarinen and Mikko Tepponen are independent of significant shareholders. Robert Ingman is not independent of the Company's significant shareholders due to his holdings in related parties. 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 2020. 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. A member of the Board must possess the competence and educational background required by the task and the possibility to allocate sufficient time for the task. 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 2020. The Company will continue to execute the principles in the financial year 2021. Renumeration of the Board Further information on the remuneration of the Board in the financial year 2020 is available in the separate Remuneration Report for Governing Bodies 2020 published by the Company on the Company's website. Our Board of Directors 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 is elected for a term of one year at the Annual General Meeting. Robert Ingman - Chairman of the Board of Directors Matti Huttunen - Board member Päivi Lindqvist - Board member Leena Saarinen - Board member Mikko Tepponen - Board member Robert Ingman b. 1961, Chairman of the Board of Directors, M.Sc. (Eng.), M.Sc. (Economics) Chairman of the Board of Directors since 2013 Board member since 2009 Member of Nomination and Remuneration Committee Independent of the company Primary working experience: Managing Director of Arla Ingman Oy Ab 2007-2011 Managing Director of Ingman Foods Oy Ab 1997-2006 Main positions of trust: Ingman Group Oy Ab, Chairman of the Board (2009-) Ingman Finance Oy Ab, Chairman of the Board (2009-) Halti Oy, Chairman of the Board (2012-) Ingman Development Oy, Chairman of the Board (2013-) Qt Group Plc, Chairman of the Board (2016-) Digia Oyj, member of the Board (2010-), chairman of the Board (2018-) Evli Pankki Oyj, member of the Board (2010-) M-Brain Oy, member of the Board (2011-), chairman of the Board (2018-) Arla Oy Ab, member of the Board (2012-2017) Massby Facility & Services Ltd. Oy, member of the Board (2012-) Ingman Baltic Sea Finance OÜ, member of the Board (2015-) PK Oliver AS, member of the Board (2013-) Matti Huttunen b. 1967, Board member, B.Sc. (Eng.) Board member since 2015 Chairman of the Nomination and Remuneration Committee Independent of the company and of significant shareholders Primary working experience: PKC Group Plc, COO Rolling stock (2017-) PKC Electronics Oy, President (2016-2017) Alteams Poland Sp. z o.o., President & CEO (2013-2016) Alteams (Suzhou) Co. Ltd., China, President (2009-2013) Perlos Corporation, China, Director NPI & Engineering, (2007-2009) Perlos, Beijing China, General Manager (2007) Perlos Corporation, Finland/China, Director Product Platforms (2004-2007) Engel At. GmbH, Austria, Group Marketing Director (2003-2004) Perlos Corporation, Beijing China, Director Operations APAC (2003) Perlos, Guangzhou China, Plant Manager and General Manager (1999-2003) Main positions of trust: none Päivi Lindqvist b. 1970, Board member, M.Sc. (Econ.) Board member since 2020 Independent of the company and of major shareholders Member of the Audit Committee Primary working experience: Glaston Oyj, Chief Financial Officer, 2016- Basware Oyj, Vice President, Business Control, 2014-2016 Outokumpu Oyj, Divisional CFO, Stainless Coil EMEA, 2012-2013 Outokumpu Oyj, Senior Vice President, Communications and Investor Relations, 2007- 2011 Tieto Corporation, Executive Vice President Communications and Investor Relations, 2006-2007 Tieto Corporation, Senior Vice President Investor Relations and Financial Communications, 2004-2005 Tieto Corporation, Investor Relations and various finance roles, 1997-2003 Main positions of trust: none Leena Saarinen b. 1960, Board member, M.Sc. (Food technology) Board member since 2013 Chairman of the Audit Committee Member of the Nomination and Remuneration Committee Independent of the company and significant shareholders Primary working experience: Suomen Lähikauppa Ltd, Managing Director (2007-2010) Altia Corporation, President and CEO (2005-2007) Unilever, various positions (1990-2005) Main positions of trust: Palmia Oy, Chairman of the Board (2015-) Verso Food Oy, Chairman of the Board (2010-) Goodwiller Oy, member of the Board (2017-) Handelsbanken Finland, member of the Board (2017-) Qt Group Oy, member of the Board (2016-) Arcus ASA, member of the Board (2013-) Arla Oy, member of the Board (2012-2016) Digia Plc, member of the Board (2012-2016) I.G.Alita Ab, Chairman of the Supervisory Council (2011-2014) Varma Mutual Pension Insurance Company, Member of the Advisory Board (2008-2012) Luottokunta, Member of the Advisory Board (2008-2011) Mikko Tepponen b. 1979, Board member, M. Sc. (Technology), Automation Technology Board member since 2017 Member of the Audit Committee Independent of the company and of significant shareholders Primary working experience: Wärtsilä Finland Oy, Vice President, Digital Portfolio Management (2017-) Wärtsilä Finland Oy, Director, Digitalisation Services (2015-2017) Outotec Finland Oy Senior Manager, Product Management, Digital Services (2014- 2015) Outotec Finland Oy, Senior Manager, Service Applications (2013-2014) Outotec Oyj, System Owner, O&M (2012-2013) Sigma Solutions Oy, Chief Operations Officer (2012) Sigma Solutions Oy, Chief Technical Officer, IT Architect (2010-2011) Corenet Oy, Development Manager (2010) Main positions of trust: none Reasons to invest in us See more Key financial data See more 5 year history Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of cash flows 5 year history Back to Key financial data EUR 1,000, Financial period Jan 1 – Dec 31 2020 2019 2018 2017 2016 Revenue 259,702 263,292 236,477 214,768 183,938 Change in revenue, % -1.4 11.3 10.1 16.8 30.3 Operating profit (EBITA) 26,172 25,964 22,555 17,387 12,070 % of revenue 10.1 9.9 9.5 8.1 6.6 Operating profit (EBIT) 22,380 22,819 20,184 15,484 10,131 % of revenue 8.6 8.7 8.5 7.2 5.5 Profit before taxes 21,080 21,924 19,396 14,745 9,441 % of revenue 8.1 8.3 8.2 6.9 5.1 Profit for the financial year 17,077 17,387 15,280 11,586 7,604 Return on equity, % 20.8 24.1 24.4 20.9 17.4 ROCE, % 16.0 19.9 21.3 17.8 14.8 Equity ratio, % 40.5 38.9 42.9 40.7 40.0 Gross investments 29,697 36,908 16,527 7,589 30,186 % of revenue 11.4 14.0 7.0 3.5 16.4 Net gearing, % 46.6 52.6 29.8 43.0 55.9 Personnel, average 3,320 3,305 2,995 2,711 2,407 Personnel at year end 3,267 3,447 3,055 2,802 2,545 Staff costs 177,301 172,520 156,183 144,965 129,172 Back to Key financial data Read more Consolidated statement of comprehensive income Back to Key financial data EUR 1,000 Jan 1 – Dec 31, 2020 Jan 1 – Dec 31, 2019 Revenue 259,702 263,292 Other operating income 3,622 2,582 Materials and services -23,317 -26,550 Staff costs -177,301 -172,520 Other operating expenses -22,300 -29,273 Depreciation and amortization -18,026 -14,712 Operating profit (EBIT) 22,380 8.6% 22,819 8.7% Financial income 422 695 Financial expenses -1,722 -1,590 Profit before taxes 21,080 21,924 Income taxes -4,003 -4,536 Profit for the financial year 17,077 17,387 Other comprehensive income, that may be reclassified to profit or loss Currency translation differences 1,415 -398 Other comprehensive income, that will not be reclassified to profit or loss Change in fair value of equity investments at fair value through other comprehensive income -7 -75 Other comprehensive income for the year, net of tax 1,409 -473 Total comprehensive income for the year 18,486 16,915 Profit for the financial year attributable to Equity holders of the parent company 17,077 17,387 Total comprehensive income attributable to Equity holders of the parent company 18,486 16,915 Earnings per share calculated from the profit attributable to equity holders of the parent company Basic earnings per share, EUR 0.69 0.70 Diluted earnings per share, EUR 0.69 0.70 The notes are an integral part of the Financial Statements. Back to Key financial data Read more Consolidated statement of financial position Back to Key financial data EUR 1,000 Dec 31, 2020 Dec 31, 2019 ASSETS Non-current assets Goodwill 83,685 79,044 Other intangible assets 26,011 27,472 Tangible assets 25,698 17,264 Investments at fair value through other comprehensive income 378 387 Other non-current receivables 54 54 Deferred tax assets 493 259 Non-current assets, total 136,320 124,480 Current assets Inventory 336 313 Work in progress 17,764 22,498 Trade and other receivables 38,883 39,332 Current tax assets 208 401 Cash and cash equivalents 24,407 15,878 Current assets, total 81,598 78,421 TOTAL ASSETS 217,918 202,901 EQUITY AND LIABILITIES Equity Share capital 5,000 5,000 Share premium account 6,701 6,701 Unrestricted equity fund 20,101 20,101 Own shares -124 -700 Cumulative translation adjustment -2,884 -4,299 Other reserves 101 108 Retained earnings 58,178 49,829 Equity, total 87,074 76,740 Non-current liabilities Deferred tax liabilities 6,502 6,481 Loans from financial institutions 12,900 24,900 Lease liabilities 8,608 8,216 Other non-current liabilities 27 27 Non-current liabilities, total 28,038 39,624 Current liabilities Loans from financial institutions 27,583 15,757 Lease liabilities 15,883 7,381 Advances received 2,770 5,378 Trade and other payables 54,608 55,588 Current income tax liabilities 1,962 2,433 Current liabilities, total 102,806 86,537 Liabilities, total 130,844 126,161 TOTAL EQUITY AND LIABILITIES 217,918 202,901 The notes are an integral part of the financial statements. Back to Key financial data Read more Consolidated statement of cash flows Back to Key financial data EUR 1,000 Jan 1 - Dec 31, 2020 Jan 1 - Dec 31, 2019 OPERATING CASH FLOW Cash receipts from customers 267,784 263,365 Operating expenses paid -223,600 -225,189 Operating cash flow before financial items and taxes 44,184 38,176 Interest and payment paid for financial expenses -1,257 -1,192 Interest received 79 162 Income taxes paid -5,010 -4,262 Operating cash flow (A) 37,997 32,884 INVESTING CASH FLOW Purchase of tangible and intangible assets -1,639 -2,063 Acquisition of subsidiaries, net of cash acquired -5,885 -21,049 Proceeds from sale of tangible and intangible assets 30 81 Proceeds from sale of investments 0 215 Investing cash flow (B) -7,494 -22,816 Cash flow after investments (A+B) 30,503 10,068 FINANCING CASH FLOW Purchase of own shares 0 -519 Issue of new current loans 11,698 2,020 Repayments of current loans -12,217 -8,440 Issue of new non-current loans 0 13,500 Repayments of non-current loans -695 0 Payment of lease liabilities -12,131 -9,624 Dividend paid -8,682 -7,454 Financing cash flow (C) -22,028 -10,517 Variation in cash (A+B+C) increase (+) / decrease (-) 8,475 -449 Assets at the beginning of the financial period 15,878 16,115 Exchange gains or losses on cash and cash equivalents 55 212 Assets at the end of the financial period 24,407 15,878 The notes are an integral part of the Financial Statements. 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