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. 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 2, 2020 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 Matti Huttunen (born 1967), COO Rolling Stock, PKC Group Plc, 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), Vice President, Wärtsilä Finland, M.Sc. (Technology) Automation Technology, no ownership The Board of Directors of Etteplan Oyj elected on April 2, 20120 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, 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 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. 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 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-) 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: 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 Päivi Lindqvist b. 1970, Board member, M.Sc. (Econ.) Board member since 2020 Independent of the company and of major shareholders Member of the Audit Committee 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: none 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: 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 Member of the Audit Committee 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 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 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 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
