Board of Directors
Chairman of the Board of Directors
b. 1961, M.Sc. (Eng.), M.Sc. (Economics)
b. 1967, B.Sc. (Eng.)
b. 1970, M.Sc. (Econ.)
b. 1975, M.Sc. (Technology), Electrical Engineering
b. 1960, M.Sc. (Food technology)
b. 1994, D.Sc. (Economics and Business Administration), Marketing
b. 1979, M. Sc. (Technology), Automation Technology
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 Board of Directors has approved a 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.
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 of the Annual General Meeting. The Board proposed candidates are reported upon in the notice 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 is elected for a term of one year at the Annual General Meeting.
In accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee the Annual General Meeting held on April 5, 2023 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), 16,730,000 shares
- Matti Huttunen (born 1967), Managing Director, Operations EV Uusikaupunki, Valmet Automotive EV Power Oy, B.Sc. (Eng.), no ownership
- Päivi Lindqvist (born 1970), CFO, Glaston Oyj, M.Sc. (Econ.) and MBA, 1,000 shares
- Tomi Ristimäki (born 1975), CEO and President, Kempower Corporation, M. Sc. (Technology), Electrical Engineering, no ownership
- Leena Saarinen (born 1960), professional board member, M.Sc. (Food technology), 1,138 shares
- Sonja Sarasvuo (born 1994), post-doctoral researcher, teacher, Hanken School of Economics, Department of Marketing, CERS Centre of Relationship Marketing and Service Management, D.Sc. (Economics and Business Administration), Marketing, no ownership
- Mikko Tepponen (born 1979), Chief Digital Officer and Chief Operations Officer, FLSmidth A/S, M.Sc. (Technology) Automation Technology, no ownership
The ownerships include shares possibly owned by controlled entities.
The Board of Directors of Etteplan Oyj elected on April 5, 2023 in its organization meeting subsequent to the AGM Robert Ingman as Chairman of the Board.
Meetings of the Board
The Board meets as often as appropriate fulfilment of its obligations requires. In the financial year 2023, the Board held a total of 13 meetings three of which were e-mail meetings and two Teams meetings. The average attendance rate of Board members was 99 percent. In addition to the members of the Board, the Company's CFO as the Secretary to the Board and the CEO attended Board meetings.
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, Tomi Ristimäki, Leena Saarinen, Sonja Sarasvuo and Mikko Tepponen are independent of the Company.
Matti Huttunen, Päivi Lindqvist, Tomi Ristimäki, Leena Saarinen and Mikko Tepponen are independent of significant shareholders. Robert Ingman and Sonja Sarasvuo are not independent of the Company's significant shareholders due to their 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 the 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 2023. The Company will continue to execute the principles in the financial year 2024.
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.
Remuneration of the Board
Further information on the remuneration of the Board in the financial year 2023 is available in the separate Remuneration Report for Governing Bodies 2023 published by the Company on the Company's website.