Close

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 rules of procedure to control Board work. The Board's rules of procedure complement the stipulations of the Finnish Companies Act and the Articles of Association of the Company. Charter of the Board is presented on the Company’s website.

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 2017, the Board held a total of 11 meetings two of which were phone meetings. The Board members participated in the meetings as follows: Patrick von Essen, Matti Huttunen, Robert Ingman and Leena Saarinen in 11 meetings, Pertti Nupponen and Teuvo Rintamäki in one meeting and Cristina Andersson and Mikko Tepponen in 10 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 4, 2017 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), CEO of Dovre Group, 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 4, 2017 in its organization meeting subsequent to the AGM Robert Ingman as Chairman of the Board.

The ownerships are listed as per December 31, 2017 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 2017.

 

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 2017. The Company will continue to execute the principles in the financial year 2018.

Reasons to invest in us

Key financial data

5 year history

Back to Key financial data EUR 1,000, Financial period Jan 1 – Dec 31 2017 IFRS 2016 IFRS 2015 IFRS 2014 IFRS 2013 IFRS Revenue 214,768 183,938 141,143 131,916 128,647 Change in revenue, % 16.8 30.3 7.0 -1.9 -4.3 EBIT from business operations 17,163 12,071 9,540 7,394 6,280 % of revenue 8.0 6.6 6.8 5.6 4.9 Operating profit (EBIT) 15,484 10,131 8,594 7,856 6,366 % of revenue 7.2 5.5 6.1 6.0 4.9 Profit before taxes and non-controlling interest 14,745 9,441 7,933 7,168 5,672 % of revenue 6.9 5.1 5.6 5.4 4.4 Profit for the financial year 11,586 7,604 6,189 6,147 4,390 Return on equity, % 20.9 17.4 19.5 22.7 17.5 ROCE, % 17.8 14.8 17.4 17.8 14.6 Equity ratio, % 40.7 40.0 37.8 39.5 35.9 Gross investments 7,589 30,186 9,867 3,565 2,344 % of revenue 3.5 16.4 7.0 2.7 1.8 Net gearing, % 43.0 55.9 41.6 56.5 73.4 Personnel, average 2,711 2,407 1,948 1,813 1,736 Personnel at year end 2,802 2,545 2,074 1,859 1,728 Wages and salaries 144,965 129,172 101,452 94,367 70,363   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, 2017   Jan 1 – Dec 31, 2016   Revenue 7 214,768   183,938   Other operating income 9 446   517   Materials and services 12 -20,429   -13,893   Staff costs 13 -144,965   -129,172   Other operating expenses   -29,021   -26,440   Depreciation and amortization 20, 21 -5,315   -4,818   Operating profit (EBIT)   15,484 7.2% 10,131 5.5% Financial income 15 538   555   Financial expenses 16 -1,277   -1,245   Profit before taxes   14,745   9,441 Income taxes 18 -3,160   -1,838   Profit for the financial year   11,586   7,604   Other comprehensive income, that may be subsequently reclassified to profit or loss           Foreign subsidiary net investment hedge 4.1.1 0   103   Currency translation differences   -727   -1,157   Change in fair value of investments available-for-sale   9   -6   Other comprehensive income for the year, net of tax 18 -718   -1,080   Total comprehensive income for the year   10,868   6,524               Profit for the financial year           Equity holders of the parent company   11,470   7,436   Non-controlling interest   115   168       11,586   7,604   Total comprehensive income attributable to           Equity holders of the parent company   10,759   6,356   Non-controlling interest   108   168       10,868   6,524   Earnings per share calculated from the profit attributable to equity holders of the parent company           Basic earnings per share, EUR 19 0.47   0.33   Diluted earnings per share, EUR 19 0.47   0.33     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, 2017 Dec 31, 2016 ASSETS       Non-current assets       Tangible assets 20 3,524 2,910 Goodwill 21 59,014 58,128 Other intangible assets 21 17,875 18,036 Investments available-for-sale 22 691 680 Other non-current receivables 36 88 41 Deferred tax assets 35 79 365 Non-current assets, total   81,270 80,159         Current assets       Inventory 24 250 255 Trade and other receivables 25 52,507 49,180 Current tax assets 26 326 139 Cash and cash equivalents 27 10,074 4,750 Current assets, total   63,157 54,324 TOTAL ASSETS   144,427 134,483         EQUITY AND LIABILITIES       Capital attributable to equity holders of the parent company       Share capital 28 5,000 5,000 Share premium account 28 6,701 6,701 Unrestricted equity fund 28 18,524 18,524 Own shares 28 -80 -386 Cumulative translation adjustment 28 -2,701 -1,981 Other reserves 28 228 219 Retained earnings 28 18,780 17,099 Profit for the financial year 28 11,470 7,436 Capital attributable to equity holders of the parent company, total   57,923 52,613 Non-controlling interest 37 0 165 Equity, total   57,923 52,777         Non-current liabilities       Deferred tax liabilities 35 3,442 3,293 Interest-bearing liabilities 30 19,634 23,807 Other non-current liabilities 32 700 649 Non-current liabilities, total   23,776 27,750         Current liabilities       Interest-bearing liabilities 30 15,329 10,461 Trade and other payables 33 45,724 42,513 Current income tax liabilities 34 1,675 982 Current liabilities, total   62,728 53,956 Liabilities, total   86,504 81,706 TOTAL EQUITY AND LIABILITIES   144,427 134,483   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, 2017 Jan 1 - Dec 31, 2016 OPERATING CASH FLOW       Cash receipts from customers   211,280 174,644 Operating expenses paid   -189,949 -165,607 Operating cash flow before financial items and taxes   21,331 9,037         Interest and payment paid for financial expenses 16 -773 -813 Interest received 15 55 44 Income taxes paid 18 -2,359 -2,606 Operating cash flow (A)   18,254 5,661         INVESTING CASH FLOW       Purchase of tangible and intangible assets 20, 21 -2,105 -1,879 Acquisition of subsidiaries, net of cash acquired 5 -3,108 -22,262 Proceeds from contingent asset 9 0 215 Proceeds from sale of tangible and intangible assets 9 26 24 Purchase of investments 25 0 -10 Loan receivables, decrease 25 0 45 Investing cash flow (B)   -5,187 -23,866         Cash flow after investments (A+B)   13,067 -18,204         FINANCING CASH FLOW       Share issue net of cost 28 0 13,937 Purchase of own shares 28 -262 -693 Acquisition of non-controlling interest 37 -1,696 0 Short-term loans, increase 30 607 11,685 Short-term loans, decrease 30 -5,855 -22,547 Long-term loans, increase 30 5,000 20,601 Long-term loans, decrease 30 0 -4,569 Payment of finance lease liabilities 30,31 -1,642 -1,184 Dividend paid and other profit distribution 28 -3,930 -3,046 Financing cash flow (C)   -7,777 14,184         Variation in cash (A+B+C) increase (+) / decrease (-)   5,290 -4,020         Assets at the beginning of the financial period   4,750 8,807 Exchange gains or losses on cash and cash equivalents   35 -37 Assets at the end of the financial period 27 10,074 4,750   The notes are an integral part of the financial statements.   Back to Key financial data Read more

Reports & presentations

Investor calendar

Share information

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

General meeting

Read more

Articles of association

Read more

Nomination and remuneration committee

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