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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.

 

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 2019, the Board held a total of 11 meetings two of which were a phone meeting and one e-mail meeting. The Board members participated in the meetings as follows: Cristina Andersson, Matti Huttunen, Robert Ingman, Leena Saarinen and Mikko Tepponen in 11 meetings, Patrick von Essen in one meeting. 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, 2019 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
  • 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), 1,138 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, 2019 in its organization meeting subsequent to the AGM Robert Ingman as Chairman of the Board.

The ownerships 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 2019.

 

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, Matti Huttunen, Leena Saarinen and Mikko Tepponen are independent of the Company.

Cristina Andersson, Matti Huttunen, 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 2019. The Company will continue to execute the principles in the financial year 2020.

 

Renumeration of the Board

Further information on the remuneration of the Board in the financial year 2019 is available in the separate Remuneration Statement 2019 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 2019 2018 2017 2016 2015 Revenue 263,292 236,477 214,768 183,938 141,143 Change in revenue, % 11.3 10.1 16.8 30.3 7.0 Operating profit (EBITA) 25,964 22,555 17,387 12,070 9,540 % of revenue 9.9 9.5 8.1 6.6 6.8 Operating profit (EBIT) 22,819 20,184 15,484 10,131 8,594 % of revenue 8.7 8.5 7.2 5.5 6.1 Profit before taxes and non-controlling interest  21,924 19,396 14,745 9,441 7,933 % of revenue 8.3 8.2 6.9 5.1 5.6 Profit for the financial year 17,387 15,280 11,586 7,604 6,189 Return on equity, % 24.1 24.4 20.9 17.4 19.5 ROCE, % 19.9 21.3 17.8 14.8 17.4 Equity ratio, % 38.9 42.9 40.7 40.0 37.8 Gross investments 36,908 16,527 7,589 30,186 9,867 % of revenue 14.0 7.0 3.5 16.4 7.0 Net gearing, % 52.6 29.8 43.0 55.9 41.6 Personnel, average 3,305 2,995 2,711 2,407 1,948 Personnel at year end 3,447 3,055 2,802 2,545 2,074 Staff costs 172,520 156,183 144,965 129,172 101,452   Back to Key financial data Read more

Consolidated statement of comprehensive income

Back to Key financial data   EUR 1,000 Jan 1 – Dec 31, 2019   Jan 1 – Dec 31, 2018   Revenue 263,292   236,477   Other operating income 2,582   1,172   Materials and services -26,550   -21,822   Staff costs -172,520   -156,183   Other operating expenses -29,273   -33,667   Depreciation and amortization -14,712   -5,792   Operating profit (EBIT) 22,819 8.7% 20,184 8.5% Financial income 695   791   Financial expenses -1,590   -1,580   Profit before taxes 21,924   19,396   Income taxes -4,536   -4,116   Profit for the financial year 17,387   15,280   Other comprehensive income, that may be reclassified to profit or loss         Currency translation differences -398   -1,200   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 -75   3   Other comprehensive income for the year, net of tax -473   -1,197   Total comprehensive income for the year 16,915   14,083             Profit for the financial year attributable to         Equity holders of the parent company 17,387   15,280   Total comprehensive income attributable to         Equity holders of the parent company 16,915   14,083   Earnings per share calculated from the profit attributable to equity holders of the parent company         Basic earnings per share, EUR 0.70   0.62   Diluted earnings per share, EUR 0.70   0.62     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, 2019 Dec 31, 2018 ASSETS     Non-current assets     Goodwill 79,044 65,165 Other intangible assets 27,472 20,856 Tangible assets 17,264 4,065 Investments at fair value through other comprehensive income 387 695 Other non-current receivables 54 54 Deferred tax assets 259 161 Non-current assets, total 124,480 90,995       Current assets     Inventory 313 362 Work in progress 22,498 20,503 Trade and other receivables 39,332 32,367 Current tax assets 401 223 Cash and cash equivalents 15,878 16,115 Current assets, total 78,421 69,569 TOTAL ASSETS 202,901 160,564       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 -700 -452 Cumulative translation adjustment -4,299 -3,901 Other reserves 108 231 Retained earnings 32,441 24,567 Profit for the financial year 17,387 15,280 Equity, total 76,740 67,527       Non-current liabilities     Deferred tax liabilities 6,481 4,518 Interest-bearing liabilities 33,116 24,105 Other non-current liabilities 27 2,036 Non-current liabilities, total 39,624 30,659       Current liabilities     Interest-bearing liabilities 23,139 12,147 Advances received 5,378 3,064 Trade and other payables 55,588 45,386 Current income tax liabilities 2,433 1,782 Current liabilities, total 86,537 62,378 Liabilities, total 126,161 93,037 TOTAL EQUITY AND LIABILITIES 202,901 160,564   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, 2019 Jan 1 - Dec 31, 2018 OPERATING CASH FLOW     Cash receipts from customers 263,365 239,983 Operating expenses paid -225,189 -212,081 Operating cash flow before financial items and taxes 38,176 27,903       Interest and payment paid for financial expenses -1,192 -956 Interest received 162 59 Income taxes paid -4,262 -3,950 Operating cash flow (A) 32,884 23,055       INVESTING CASH FLOW     Purchase of tangible and intangible assets -2,063 -1,752 Acquisition of subsidiaries, net of cash acquired -21,049 -8,262 Proceeds from sale of tangible and intangible assets 81 21 Proceeds from sale of investments 215 1 Investing cash flow (B) -22,816 -9,992       Cash flow after investments (A+B) 10,068 13,063       FINANCING CASH FLOW     Purchase of own shares -519 -516 Expenses paid for directed share issue 0 -7 Issue of new current loans 2,020 3,559 Repayments of current loans -8,440 -24,743 Issue of new non-current loans 13,500 22,102 Payment of finance lease liabilities -9,624 -1,765 Dividend paid -7,454 -5,684 Financing cash flow (C) -10,517 -7,054       Variation in cash (A+B+C) increase (+) / decrease (-) -449 6,009       Assets at the beginning of the financial period 16,115 10,074 Exchange gains or losses on cash and cash equivalents 212 32 Assets at the end of the financial period 15,878 16,115   The notes are an integral part of the Financial Statements.   Back to Key financial data Read more

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