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 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 2018, the Board held a total of 12 meetings one of which was a phone meeting and two were e-mail meetings. The Board members participated in the meetings as follows: Cristina Andersson, Patrick von Essen, Matti Huttunen, Robert Ingman, Leena Saarinen and Mikko Tepponen in 12 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 5, 2018 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), Managing Director, Neste Engineering Solutions Oy, 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 5, 2018 in its organization meeting subsequent to the AGM Robert Ingman as Chairman of the Board.

The ownerships are listed as per December 31, 2018 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 2018.

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 2018. The Company will continue to execute the principles in the financial year 2019.

Renumeration of the Board

Further information on the remuneration of the Board in the financial year 2018 is available in the separate Remuneration Statement 2018 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

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-), 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-)

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-)
- Airawise Oy, founder, member of the Board (2018-)
- 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 University of Applied Sciences, member of the Working Life Council (2018-)
- Rauhankone ry (AI for Peace Association), Vice President of the Board (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:
- Neste Engineering Solutions Oy, Managing Director (2018-)
- Dovre Group plc, President and CEO (2014-2018)
- 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-)
- 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
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 2018 IFRS 2017 IFRS 2016 IFRS 2015 IFRS 2014 IFRS Revenue 236,477 214,768 183,938 141,143 131,916 Change in revenue, % 10.1 16.8 30.3 7.0 -1.9 EBIT from business operations 21,874 17,163 12,071 9,540 7,394 % of revenue 9.3 8.0 6.6 6.8 5.6 Operating profit (EBIT) 20,184 15,484 10,131 8,594 7,856 % of revenue 8.5 7.2 5.5 6.1 6.0 Profit before taxes and non-controlling interest 19,396 14,745 9,441 7,933 7,168 % of revenue 8.2 6.9 5.1 5.6 5.4 Profit for the financial year 15,280 11,586 7,604 6,189 6,147 Return on equity, % 24.4 20.9 17.4 19.5 22.7 ROCE, % 21.3 17.8 14.8 17.4 17.8 Equity ratio, % 42.9 40.7 40.0 37.8 39.5 Gross investments 16,527 7,589 30,186 9,867 3,565 % of revenue 7.0 3.5 16.4 7.0 2.7 Net gearing, % 29.8 43.0 55.9 41.6 56.5 Personnel, average 2,995 2,711 2,407 1,948 1,813 Personnel at year end 3,055 2,802 2,545 2,074 1,859 Wages and salaries 156,183 144,965 129,172 101,452 94,367 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, 2018 Jan 1 – Dec 31, 2017 Revenue 7 236,477 214,768 Other operating income 8 1,172 446 Materials and services 10 -21,822 -20,429 Staff costs 11 -156,183 -144,965 Other operating expenses 12 -33,667 -29,021 Depreciation and amortization 19,20 -5,792 -5,315 Operating profit (EBIT) 20,184 8.5% 15,484 7.2% Financial income 14 791 538 Financial expenses 15 -1,580 -1,277 Profit before taxes 19,396 14,745 Income taxes 17 -4,116 -3,160 Profit for the financial year 15,280 11,586 Other comprehensive income, that may be reclassified to profit or loss Currency translation differences -1,200 -727 Other comprehensive income, that will not be reclassified to profit or loss Change in fair value of investments available-for-sale 0 9 Change in fair value of equity investments at fair value through other comprehensive income 3 0 Other comprehensive income for the year, net of tax 17 -1,197 -718 Total comprehensive income for the year 14,083 10,868 Profit for the financial year attributable to Equity holders of the parent company 15,280 11,470 Non-controlling interest 0 115 15,280 11,586 Total comprehensive income attributable to Equity holders of the parent company 14,083 10,759 Non-controlling interest 0 108 14,083 10,868 Earnings per share calculated from the profit attributable to equity holders of the parent company Basic earnings per share, EUR 18 0.62 0.47 Diluted earnings per share, EUR 18 0.62 0.47 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, 2018 Dec 31, 2017 ASSETS Non-current assets Goodwill 22 65,165 59,014 Other intangible assets 19 20,856 17,875 Tangible assets 20 4,065 3,524 Investments available-for-sale 21 0 691 Investments at fair value through other comprehensive income 21 695 0 Other non-current receivables 54 88 Deferred tax assets 31 161 79 Non-current assets, total 90,995 81,270 Current assets Inventory 23 362 250 Work in progress 7 20,503 19,246 Trade and other receivables 24 32,367 33,260 Current tax assets 223 326 Cash and cash equivalents 16,115 10,074 Current assets, total 69,569 63,157 TOTAL ASSETS 160,564 144,427 EQUITY AND LIABILITIES Equity Share capital 25 5,000 5,000 Share premium account 25 6,701 6,701 Unrestricted equity fund 25 20,101 18,524 Own shares 25 -452 -80 Cumulative translation adjustment 25 -3,901 -2,701 Other reserves 25 231 228 Retained earnings 25 24,567 18,780 Profit for the financial year 25 15,280 11,470 Equity, total 67,527 57,923 Non-current liabilities Deferred tax liabilities 31 4,518 3,442 Interest-bearing liabilities 27 24,105 19,634 Other non-current liabilities 29 2,036 700 Non-current liabilities, total 30,659 23,776 Current liabilities Interest-bearing liabilities 27 12,147 15,329 Advances received 7 3,064 2,057 Trade and other payables 30 45,386 43,667 Current income tax liabilities 1,782 1,675 Current liabilities, total 62,378 62,728 Liabilities, total 93,037 86,504 TOTAL EQUITY AND LIABILITIES 160,564 144,427 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, 2018 Jan 1 - Dec 31, 2017 OPERATING CASH FLOW Cash receipts from customers 239,983 211,280 Operating expenses paid -212,081 -189,949 Operating cash flow before financial items and taxes 27,903 21,331 Interest and payment paid for financial expenses 15 -956 -773 Interest received 14 59 55 Income taxes paid 17 -3,950 -2,359 Operating cash flow (A) 23,055 18,254 INVESTING CASH FLOW Purchase of tangible and intangible assets 19, 20 -1,752 -2,105 Acquisition of subsidiaries, net of cash acquired 5 -8,262 -3,108 Proceeds from sale of tangible and intangible assets 8 21 26 Proceeds from sale of investments 1 0 Investing cash flow (B) -9,992 -5,187 Cash flow after investments (A+B) 13,063 13,067 FINANCING CASH FLOW Purchase of own shares 25 -516 -262 Expenses paid for directed share issue -7 0 Acquisition of non-controlling interest 0 -1,696 Issue of new current loans 27 3,559 607 Repayments of current loans 27 -24,743 -5,855 Issue of new non-current loans 27 22,102 5,000 Payment of finance lease liabilities 27, 28 -1,765 -1,642 Dividend paid 25 -5,684 -3,930 Financing cash flow (C) -7,054 -7,777 Variation in cash (A+B+C) increase (+) / decrease (-) 6,009 5,290 Assets at the beginning of the financial period 10,074 4,750 Exchange gains or losses on cash and cash equivalents 32 35 Assets at the end of the financial period 16,115 10,074 The notes are an integral part of the financial statements. Back to Key financial data Read more