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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. 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 6, 2022 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), 16,630,000 shares
  • Matti Huttunen (born 1967), 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 6, 2022 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 2021, the Board held a total of 13 meetings three 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 13 meetings, Päivi Lindqvist in 12 meetings. In addition to the members of the Board, the Company's CEO attended Board meetings as the Secretary to the Board.

 

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, 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 2021. The Company will continue to execute the principles in the financial year 2022.

 

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 2021 is available in the separate Remuneration Report for Governing Bodies 2021 published by the Company on the Company's website.

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Key financial data

5 year history

Back to Key financial data EUR 1,000, Financial period Jan 1 – Dec 31 2021 2020 2019 2018 2017 Revenue 300,111 259,702 263,292 236,477 214,768 Change in revenue, % 15.6 -1.4 11.3 10.1 16.8 Operating profit (EBITA) 30,139 26,172 25,964 22,555 17,387 % of revenue 10.0 10.1 9.9 9.5 8.1 Operating profit (EBIT) 25,754 22,380 22,819 20,184 15,484 % of revenue 8.6 8.6 8.7 8.5 7.2 Profit before taxes  24,867 21,080 21,924 19,396 14,745 % of revenue 8.3 8.1 8.3 8.2 6.9 Profit for the financial year 20,044 17,077 17,387 15,280 11,586 Return on equity, % 21.6 20.8 24.1 24.4 20.9 ROCE, % 16.0 16.0 19.9 21.3 17.8 Equity ratio, % 39.7 40.5 38.9 42.9 40.7 Gross investments 30,582 29,697 36,908 16,527 7,589 % of revenue 10.2 11.4 14.0 7.0 3.5 Net gearing, % 48.6 46.6 52.6 29.8 43.0 Personnel, average 3,480 3,320 3,305 2,995 2,711 Personnel at year end 3,629 3,267 3,447 3,055 2,802 Employee benefits expenses 197,596 177,301 172,520 156,183 144,965   Back to Key financial data Read more

Consolidated statement of comprehensive income

Back to Key financial data   EUR 1,000 Jan 1 - Dec 31, 2021   Jan 1 – Dec 31, 2020   Revenue 300,111   259,702   Other operating income 1,289   3,622   Materials and services -31,685   -23,317   Employee benefits expenses -197,596   -177,301   Other operating expenses -28,527   -22,300   Depreciation and amortization -17,839   -18,026   Operating profit (EBIT) 25,754 8,6% 22,380 8.6% Financial income 593   422   Financial expenses -1,480   -1,722   Profit before taxes 24,867   21,080   Income taxes -4,823   -4,003   Profit for the financial year 20,044   17,077   Other comprehensive income, that may be reclassified to profit or loss         Currency translation differences -589   1,415   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 32   -7   Other comprehensive income for the year, net of tax -557   1,409   Total comprehensive income for the year 19,487   18,486             Profit for the financial year attributable to         Equity holders of the parent company 20,044   17,077   Total comprehensive income attributable to         Equity holders of the parent company 19,487   18,486   Earnings per share calculated from the profit attributable to equity holders of the parent company         Basic earnings per share, EUR 0.80   0.69   Diluted earnings per share, EUR 0.80   0.69     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, 2021 Dec 31, 2020 ASSETS     Non-current assets     Goodwill 92,380 83,685 Other intangible assets 28,807 26,011 Tangible assets 24,759 25,698 Investments at fair value through other comprehensive income 418 378 Other non-current receivables 54 54 Deferred tax assets 731 493 Non-current assets, total 147,150 136,320       Current assets     Inventory 376 336 Work in progress 26,810 17,764 Trade and other receivables 47,988 38,883 Current tax assets 273 208 Cash and cash equivalents 30,356 24,407 Current assets, total 105,803 81,598 TOTAL ASSETS 252,953 217,918       EQUITY AND LIABILITIES     Equity     Share capital 5,000 5,000 Share premium account 6,701 6,701 Unrestricted equity fund 22,037 20,101 Own shares -1,245 -124 Cumulative translation adjustment -3,473 -2,884 Other reserves 133 101 Retained earnings 69,761 58,178 Equity, total 98,914 87,074       Non-current liabilities     Deferred tax liabilities 7,408 6,502 Loans from financial institutions 30,350 12,900 Lease liabilities 8,777 8,608 Other non-current liabilities 827 27 Non-current liabilities, total 47,362 28,038       Current liabilities     Loans from financial institutions 25,453 27,583 Lease liabilities 13,894 15,883 Advances received 3,891 2,770 Trade and other payables 61,673 54,608 Current income tax liabilities 1,766 1,962 Current liabilities, total 106,677 102,806 Liabilities, total 154,039 130,844 TOTAL EQUITY AND LIABILITIES 252,953 217,918   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, 2021 Jan 1 - Dec 31, 2020 OPERATING CASH FLOW     Cash receipts from customers 287,564 267,784 Operating expenses paid -253,056 -223,600 Operating cash flow before financial items and taxes 34,508 44,184       Interest and payment paid for financial expenses -1,289 -1,257 Interest received 80 79 Income taxes paid -6,205 -5,010 Operating cash flow (A) 27,093 37,997       INVESTING CASH FLOW     Purchase of tangible and intangible assets -2,157 -1,639 Acquisition of subsidiaries, net of cash acquired -14,255 -5,885 Proceeds from sale of tangible and intangible assets 17 30 Proceeds from repayment of loans 73 0 Investing cash flow (B) -16,321 -7,494       Cash flow after investments (A+B) 10,772 30,503       FINANCING CASH FLOW     Proceeds from directed share issue 1,936 0 Purchase of own shares -1,382 0 Issue of new current loans 6,941 11,698 Repayments of current loans -30,060 -12,217 Issue of new non-current loans 37,503 0 Repayments of non-current loans -6 -695 Payment of lease liabilities -11,478 -12,131 Dividend paid -8,461 -8,682 Financing cash flow (C) -5,007 -22,028       Variation in cash (A+B+C) increase (+) / decrease (-) 5,765 8,475       Assets at the beginning of the financial period 24,407 15,878 Exchange gains or losses on cash and cash equivalents 184 55 Assets at the end of the financial period 30,356 24,407   The notes are an integral part of the Financial Statements.   Back to Key financial data Read more

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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

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