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 Composition of the Board 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 5, 2023 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), 16,716,384 shares Matti Huttunen (born 1967), CEO KPA Unicon Group Oy, B.Sc. (Eng.), no ownership Päivi Lindqvist (born 1970), CFO, Glaston Oyj, M.Sc. (Econ.) and MBA, 1,000 shares Tomi Ristimäki (born 1975), CEO and President, Kempower Corporation, M. Sc. (Technology), Electrical Engineering, no ownership Leena Saarinen (born 1960), professional board member, M.Sc. (Food technology), 1,138 shares Sonja Sarasvuo (born 1994), Associated Researcher, Hanken School of Economics, Department of Marketing, CERS Centre of Relationship Marketing and Service Management, D.Sc. (Economics and Business Administration), Marketing, no ownership 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 5, 2023 in its organization meeting subsequent to the AGM Robert Ingman as Chairman of the Board. The ownerships include shares possibly owned by controlled entities. Meetings of the Board The Board meets as often as appropriate fulfilment of its obligations requires. In the financial year 2022, the Board held a total of 19 meetings four of which were e-mail meetings and seven Teams meetings. The average attendance rate of Board members was 100 per cent. In addition to the members of the Board, the Company's CFO as the Secretary to the Board and the CEO attended Board meetings. Independence of the Board 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, Tomi Ristimäki, Leena Saarinen, Sonja Sarasvuo and Mikko Tepponen are independent of the Company. Matti Huttunen, Päivi Lindqvist, Tomi Ristimäki, Leena Saarinen and Mikko Tepponen are independent of significant shareholders. Robert Ingman and Sonja Sarasvuo are not independent of the Company's significant shareholders due to their 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 2022. The Company will continue to execute the principles in the financial year 2023. 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. Renumeration of the Board Further information on the remuneration of the Board in the financial year 2022 is available in the separate Remuneration Report for Governing Bodies 2022 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 Tomi Ristimäki - Board member Leena Saarinen - Board member Sonja Sarasvuo - 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- Ingman Baltic Sea Finance OÜ, member of the Board 2015- Ingman Development Oy, Chairman of the Board 2013- Digia Oyj, member of the Board 2010-, chairman of the Board 2018- Evli Pankki Oyj, member of the Board 2010- Halti Oy, Chairman of the Board 2012- Massby Facility & Services Ltd. Oy, member of the Board 2012- PK Oliver AS, member of the Board 2013- Qt Group Plc, Chairman of the Board 2016- Arla Oy, member of the Board 2012-2017 M-Brain Oy, member of the Board 2011-2018, chairman of the Board 2018-2019 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: Nordic Resque Group Oy, CEO 2020-2021 PKC Group Plc, COO Rolling stock, 2017-2019 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 Chairman of the Audit Committee Independent of the company and of major shareholders 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: Nordic Lights Group Corporation, member of the Board, 2022-2023 Tomi Ristimäki b. 1975, Board member, M. Sc. (Technology), Electrical Engineering Board member since 2023 Member of the Audit Committee Independent of the company and significant shareholders Primary working experience: CEO and President, Kempower Corporation 2019- Sales Director, OEM, Danfoss Editron Oy, 2017–2019 Director, Sales and Marketing, Visedo Oy, 2011–2017 Product Manager, Honeywell GmbH, 2007–2011 Sales, Marketing and Product development management roles, Vacon Plc, 2000–2007 Main positions of trust: member of the Board, eMobility branch group of Technology Industries of Finland, 2020– 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: Handelsbanken Finland, member of the Board 2017- Palmia Oy, Chairman of the Board 2015- Qt Group Oy, member of the Board 2016- Arcus ASA, member of the Board 2013-2021 Arla Oy, member of the Board 2012-2016 Digia Plc, member of the Board 2012-2016 Goodwiller Oy, member of the Board 2017-2019 I.G.Alita Ab, Chairman of the Supervisory Council 2011-2014 Luottokunta, Member of the Advisory Board 2008-2011 Varma Mutual Pension Insurance Company, Member of the Advisory Board 2008-2012 Verso Food Oy, Chairman of the Board 2010-2019 and member of the Board 2019-2021 Sonja Sarasvuo b. 1994, Board member, D.Sc. (Economics and Business Administration), Marketing Board member since 2023 Member of the Audit Committee Independent of the company Primary working experience: Associated Researcher, Hanken School of Economics, Department of Marketing, CERS Centre of Relationship Marketing and Service Management, 2023- Assistant Professor, Hanken School of Economics, Department of Marketing, 2022 Doctoral Student, Hanken School of Economics, Department of Marketing, 2017-2022 Main positions of trust: member of the Board, Hemholmen Oy Ab, 2017- 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: FLSmidth A/S, Chief Digital Officer and Group Executive, 2020- 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 2022 2021 2020 2019 2018 Revenue 350,170 300,111 259,702 263,292 236,477 Change in revenue, % 16.7 15.6 -1.4 11.3 10.1 Operating profit (EBITA) 33,915 30,139 26,172 25,964 22,555 % of revenue 9.7 10.0 10.1 9.9 9.5 Operating profit (EBIT) 28,622 25,754 22,380 22,819 20,184 % of revenue 8.2 8.6 8.6 8.7 8.5 Profit before taxes 22,386 24,867 21,080 21,924 19,396 % of revenue 6.4 8.3 8.1 8.3 8.2 Profit for the financial year 18,151 20,044 17,077 17,387 15,280 Return on equity, % 17.7 21.6 20.8 24.1 24.4 ROCE, % 15.9 16.0 16.0 19.9 21.3 Equity ratio, % 38.2 39.7 40.5 38.9 42.9 Gross investments 40,940 30,582 29,697 36,908 16,527 % of revenue 11.7 10.2 11.4 14.0 7.0 Net gearing, % 66.8 48.6 46.6 52.6 29.8 Personnel, average 3,945 3,480 3,320 3,305 2,995 Personnel at year end 3,951 3,629 3,267 3,447 3,055 Employee benefits expenses 227,823 197,596 177,301 172,520 156,183 Back to Key financial data Read more Consolidated statement of comprehensive income Back to Key financial data EUR 1,000 Jan 1 - Dec 31, 2022 Jan 1 - Dec 31, 2021 Revenue 350,170 300,111 Other operating income 2,826 1,289 Materials and services -40,395 -31,685 Employee benefits expenses -227,823 -197,596 Other operating expenses -36,140 -28,527 Depreciation and amortization -20,018 -17,839 Operating profit (EBIT) 28,622 11.1% 25,754 8,6% Financial income 1,044 593 Financial expenses -7,280 -1,480 Profit before taxes 22,386 24,867 Income taxes -4,235 -4,823 Profit for the financial year 18,151 20,044 Other comprehensive income, that may be reclassified to profit or loss Currency translation differences -4,229 -589 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 -31 32 Other comprehensive income for the year, net of tax -2,900 -557 Total comprehensive income for the year 15,251 19,487 Profit for the financial year attributable to Equity holders of the parent company 18,151 20,044 Total comprehensive income attributable to Equity holders of the parent company 15,251 19,487 Earnings per share calculated from the profit attributable to equity holders of the parent company Basic earnings per share, EUR 0.73 0.80 Diluted earnings per share, EUR 0.73 0.80 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, 2022 Dec 31, 2021 ASSETS Non-current assets Goodwill 105,385 92,380 Other intangible assets 32,745 28,807 Tangible assets 24,808 24,759 Investments at fair value through other comprehensive income 2,414 418 Other non-current receivables 1,016 54 Deferred tax assets 622 731 Non-current assets, total 166,990 147,150 Current assets Inventory 635 376 Work in progress 30,181 26,810 Trade and other receivables 62,405 47,988 Current tax assets 1,364 273 Cash and cash equivalents 19,564 30,356 Current assets, total 114,149 105,803 TOTAL ASSETS 281,138 252,953 EQUITY AND LIABILITIES Equity Share capital 5,000 5,000 Share premium account 6,701 6,701 Unrestricted equity fund 23,966 22,037 Own shares -1,059 -1,245 Cumulative translation adjustment -7,702 -3,473 Other reserves 103 133 Retained earnings 79,302 69,761 Equity, total 106,311 98,914 Non-current liabilities Deferred tax liabilities 9,758 7,408 Loans from financial institutions 47,852 30,350 Lease liabilities 8,478 8,777 Other non-current liabilities 33 827 Non-current liabilities, total 71,018 47,362 Current liabilities Loans from financial institutions 21,139 25,453 Lease liabilities 13,114 13,894 Advances received 2,856 3,891 Trade and other payables 63,532 61,673 Current income tax liabilities 3,168 1,766 Current liabilities, total 103,809 106,677 Liabilities, total 174,828 154,039 TOTAL EQUITY AND LIABILITIES 281,138 252,953 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, 2022 Jan 1 - Dec 31, 2021 OPERATING CASH FLOW Cash receipts from customers 341,201 287,564 Operating expenses paid -306,220 -253,056 Operating cash flow before financial items and taxes 34,981 34,508 Interest and payment paid for financial expenses -1,721 -1,289 Interest received 113 80 Income taxes paid -5,277 -6,205 Operating cash flow (A) 28,095 27,093 INVESTING CASH FLOW Purchase of tangible and intangible assets -1,711 -2,157 Acquisition of subsidiaries, net of cash acquired -20,871 -14,255 Proceeds from sale of tangible and intangible assets 52 17 Proceeds from repayment of loans 0 73 Investing cash flow (B) -25,526 -16,321 Cash flow after investments (A+B) 2,570 10,772 FINANCING CASH FLOW Proceeds from directed share issue 0 1,936 Purchase of own shares 0 -1,382 Issue of new current loans 13,144 6,941 Repayments of current loans -32,534 -30,060 Issue of new non-current loans 27,999 37,503 Repayments of non-current loans -16 -6 Payment of lease liabilities -12,657 -11,478 Dividend paid -9,970 -8,461 Financing cash flow (C) -14,034 -5,007 Variation in cash (A+B+C) increase (+) / decrease (-) -11,464 5,765 Assets at the beginning of the financial period 30,356 24,407 Exchange gains or losses on cash and cash equivalents 672 184 Assets at the end of the financial period 19,564 30,356 The notes are an integral part of the Financial Statements. Back to Key financial data Read more Reports & presentations Browse reports and presentations Investor calendar Read more Share information See more Share information Share monitor Investment calculator Historical share prices Dividend and payment history Major shareholders Flaggings Etteplan Oyj's rights issue 2016 Share information Read more Share monitor Read more Investment calculator Read more Historical share prices Read more Dividend and payment history Read more Major shareholders Read more Flaggings Read more Etteplan Oyj's rights issue 2016 Read more Corporate governance See more General meeting Articles of association Nomination and Remuneration Committee Audit Committee CEO and Management group Remuneration Risk management Insider management Transactions of managers Audit Communications General meeting Read more Articles of association Read more Nomination and Remuneration Committee Read more Audit Committee The Board of Directors of Etteplan Oyj has appointed an Audit Committee among the Directors. The Board has confirmed the central duties and operating principles of the committee in a written charter. The Audit Committee reports regularly on its work to the Board. Read more CEO and Management group Read more Remuneration Read more Risk management Read more Insider management Read more Transactions of managers Read more Audit Read more Communications Read more Investor contacts & analyst coverage see more
