Board of Directors

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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.

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

Cristina Andersson - Board member

Patrick von Essen - Board member

Matti Huttunen - 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-)
- Evli Pankki Oyj, member of the Board (2010-)
- M-Brain Oy, member of the Board (2011-)
- 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-)

Cristina Andersson

b. 1959, Board member, Trade technician, MKT

Board member since 2017
Independent of the company and of significant shareholders
Primary working experience:
- Develor Productions Oy, entrepreneur/management consultant (1990-)
- As part of the consultant business a specialist in artificial intelligence, robotics and innovations related matters in i.a. the Finnish Parliament, the European Parliament, different ministries, educational institutes and companies
- Lecturer and teacher (1987-)
- Non-fiction writer (2005-)
- Coordinator for European Robotics Week in Finland (2013-2015)
Main positions of trust:
- Airo Island ry, member of the Board (2015-)
- Ministry of Culture and Education, member of the Future Competencies Panel (2017-2019)
- DIAK Univesity of Applied Sciences, member of the Working Life Council (2018-)

Patrick von Essen

b. 1963, Board member, M.Sc. (Eng.)

Board member since 2014
Independent of the company and of significant shareholders
Member of Nomination and Remuneration Committee
Primary working experience:
- Dovre Group plc, President and CEO (2014-)
- Fiskars Oyj Abp, Vice President, Head of Business Area Real Estate (2012-2014)
- Neste Jacobs Oy, Vice President, Head of Business Area Oil & Gas (2011-2012)
- Pöyry Group Oyj, President of Business Area Renewable Energy (2009-2011)
- Pöyry Group Oyj, President of Business Area Pulp & Paper (2007-2008)
- Pöyry Group Oyj, President of Business Area North America (2005-2006)
Main positions of trust:
- Raute Plc, member of the Board (2016-)

Matti Huttunen

b. 1967, Board member, B.Sc. (Eng.)

Board member since 2015
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

Leena Saarinen

b. 1960, Board member, M.Sc. (Food technology)

Board member since 2013
Chairman 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-)
- 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
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

Key financial data

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 2017 IFRS 2016 IFRS 2015 IFRS 2014 IFRS 2013 IFRS Revenue 214,768 183,938 141,143 131,916 128,647 Change in revenue, % 16.8 30.3 7.0 -1.9 -4.3 EBIT from business operations 17,163 12,071 9,540 7,394 6,280 % of revenue 8.0 6.6 6.8 5.6 4.9 Operating profit (EBIT) 15,484 10,131 8,594 7,856 6,366 % of revenue 7.2 5.5 6.1 6.0 4.9 Profit before taxes and non-controlling interest 14,745 9,441 7,933 7,168 5,672 % of revenue 6.9 5.1 5.6 5.4 4.4 Profit for the financial year 11,586 7,604 6,189 6,147 4,390 Return on equity, % 20.9 17.4 19.5 22.7 17.5 ROCE, % 17.8 14.8 17.4 17.8 14.6 Equity ratio, % 40.7 40.0 37.8 39.5 35.9 Gross investments 7,589 30,186 9,867 3,565 2,344 % of revenue 3.5 16.4 7.0 2.7 1.8 Net gearing, % 43.0 55.9 41.6 56.5 73.4 Personnel, average 2,711 2,407 1,948 1,813 1,736 Personnel at year end 2,802 2,545 2,074 1,859 1,728 Wages and salaries 144,965 129,172 101,452 94,367 70,363 Back to Key financial data Read more

Consolidated statement of comprehensive income

Back to Key financial data EUR 1,000 Note Jan 1 – Dec 31, 2017 Jan 1 – Dec 31, 2016 Revenue 7 214,768 183,938 Other operating income 9 446 517 Materials and services 12 -20,429 -13,893 Staff costs 13 -144,965 -129,172 Other operating expenses -29,021 -26,440 Depreciation and amortization 20, 21 -5,315 -4,818 Operating profit (EBIT) 15,484 7.2% 10,131 5.5% Financial income 15 538 555 Financial expenses 16 -1,277 -1,245 Profit before taxes 14,745 9,441 Income taxes 18 -3,160 -1,838 Profit for the financial year 11,586 7,604 Other comprehensive income, that may be subsequently reclassified to profit or loss Foreign subsidiary net investment hedge 4.1.1 0 103 Currency translation differences -727 -1,157 Change in fair value of investments available-for-sale 9 -6 Other comprehensive income for the year, net of tax 18 -718 -1,080 Total comprehensive income for the year 10,868 6,524 Profit for the financial year Equity holders of the parent company 11,470 7,436 Non-controlling interest 115 168 11,586 7,604 Total comprehensive income attributable to Equity holders of the parent company 10,759 6,356 Non-controlling interest 108 168 10,868 6,524 Earnings per share calculated from the profit attributable to equity holders of the parent company Basic earnings per share, EUR 19 0.47 0.33 Diluted earnings per share, EUR 19 0.47 0.33 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 Note Dec 31, 2017 Dec 31, 2016 ASSETS Non-current assets Tangible assets 20 3,524 2,910 Goodwill 21 59,014 58,128 Other intangible assets 21 17,875 18,036 Investments available-for-sale 22 691 680 Other non-current receivables 36 88 41 Deferred tax assets 35 79 365 Non-current assets, total 81,270 80,159 Current assets Inventory 24 250 255 Trade and other receivables 25 52,507 49,180 Current tax assets 26 326 139 Cash and cash equivalents 27 10,074 4,750 Current assets, total 63,157 54,324 TOTAL ASSETS 144,427 134,483 EQUITY AND LIABILITIES Capital attributable to equity holders of the parent company Share capital 28 5,000 5,000 Share premium account 28 6,701 6,701 Unrestricted equity fund 28 18,524 18,524 Own shares 28 -80 -386 Cumulative translation adjustment 28 -2,701 -1,981 Other reserves 28 228 219 Retained earnings 28 18,780 17,099 Profit for the financial year 28 11,470 7,436 Capital attributable to equity holders of the parent company, total 57,923 52,613 Non-controlling interest 37 0 165 Equity, total 57,923 52,777 Non-current liabilities Deferred tax liabilities 35 3,442 3,293 Interest-bearing liabilities 30 19,634 23,807 Other non-current liabilities 32 700 649 Non-current liabilities, total 23,776 27,750 Current liabilities Interest-bearing liabilities 30 15,329 10,461 Trade and other payables 33 45,724 42,513 Current income tax liabilities 34 1,675 982 Current liabilities, total 62,728 53,956 Liabilities, total 86,504 81,706 TOTAL EQUITY AND LIABILITIES 144,427 134,483 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 Note Jan 1 - Dec 31, 2017 Jan 1 - Dec 31, 2016 OPERATING CASH FLOW Cash receipts from customers 211,280 174,644 Operating expenses paid -189,949 -165,607 Operating cash flow before financial items and taxes 21,331 9,037 Interest and payment paid for financial expenses 16 -773 -813 Interest received 15 55 44 Income taxes paid 18 -2,359 -2,606 Operating cash flow (A) 18,254 5,661 INVESTING CASH FLOW Purchase of tangible and intangible assets 20, 21 -2,105 -1,879 Acquisition of subsidiaries, net of cash acquired 5 -3,108 -22,262 Proceeds from contingent asset 9 0 215 Proceeds from sale of tangible and intangible assets 9 26 24 Purchase of investments 25 0 -10 Loan receivables, decrease 25 0 45 Investing cash flow (B) -5,187 -23,866 Cash flow after investments (A+B) 13,067 -18,204 FINANCING CASH FLOW Share issue net of cost 28 0 13,937 Purchase of own shares 28 -262 -693 Acquisition of non-controlling interest 37 -1,696 0 Short-term loans, increase 30 607 11,685 Short-term loans, decrease 30 -5,855 -22,547 Long-term loans, increase 30 5,000 20,601 Long-term loans, decrease 30 0 -4,569 Payment of finance lease liabilities 30,31 -1,642 -1,184 Dividend paid and other profit distribution 28 -3,930 -3,046 Financing cash flow (C) -7,777 14,184 Variation in cash (A+B+C) increase (+) / decrease (-) 5,290 -4,020 Assets at the beginning of the financial period 4,750 8,807 Exchange gains or losses on cash and cash equivalents 35 -37 Assets at the end of the financial period 27 10,074 4,750 The notes are an integral part of the financial statements. Back to Key financial data Read more