Composition and tasks of the Board of Directors

The Board of Directors comprising of three to eight (3–8) members shall see to the administration of the Company and the appropriate organisation of its operations. The Annual General Meeting elects the members of the Board for a term of office that shall expire at the end of the next Annual General Meeting following their election.

The majority of the Board members shall be independent of the Company and additionally at least two members of the said majority have to be independent of the Company’s significant shareholders. Board members’ independence shall be evaluated on an annual basis.

In order to ensure versatile support and development of the Company’s business operations, the composition of its Board of Directors must be sufficiently diverse. Both genders shall be represented in the Board of Directors. On the whole, the aim of the composition of the Board of Directors is to achieve sufficiently broad competence, expertise and experience.

The Board of Directors convenes regularly as summoned by the Chairman. According to the Companies Act a quorum is established when more than half of its members are present. Decisions are made by a simple majority vote. When the votes are even, the Chairman has the casting vote.

The CEO and the CFO, who is acting as secretary of the Board, are present at Board meetings. Other operative management attend the meetings when necessary or by the Board’s invitation. The Chairman of the Board approves the meeting agendas prepared by the CEO and the secretary of the Board. The Board assesses its operations and expectations of the Company’s stakeholders regarding the Board’s operations. The results of these assessments are taken into consideration when electing new members and developing the Board’s operations.

Duties and tasks of the Board of Directors

The Board of Directors supervises and monitors the Company’s operative management, appoints and discharges the CEO, approves the strategy and the strategic targets and the principles of risk management for the Company and its businesses and ensures the proper operation of the management system. The Board of Directors also ensures that the Company has defined the operating principles for internal control and that the Company confirms its values to be conformed with. The duty of the Board of Directors is to promote the interests of all shareholders and the Company.

Composition of the Board of Directors as from 30 March 2016

Pertti Huuskonen

Chairman of the Board
b. 1956, Finnish citizen
Honorary title of industrial counsellor, Master of Science (Eng.), eMBA and MKT (Marketing Degree)
Chairman of the Board since 2014, member of the board 2013-2014
Independent of significant shareholders

Primary working experience

University of Oulu, academic advisor and lecturer 2012–
Technopolis Oyj, CEO 1985–2008

Positions of trust

AS Pro Kapital Grupp (Estonia), member of the board 2012-
Suomen Hoivatilat Oyj, Chairman of the board 2011-
Kaleva Oy, member of the board 2011-

Previous positions of trust

Technopolis Oyj, Chairman of the board 2008–2012
Honorary consul of Sweden in the Province of Oulu 1997–2013

Martti Karppinen

b. 1947, Finnish citizen
Master of Science (Eng.)
Member of the board since 2014
Independent of the company and its significant shareholders 

Main occupation

MKA Consulting Oy, CEO 2007–

Primary working experience

Lehto Oyj, expert to the board 2012–2014

Positions of trust

MKA Consulting Oy, Chairman of the board 2007-

Previous positions of trust

Iloq Oy, member of the board and Chairman

Mikko Räsänen

b. 1978, Finnish citizen
Master of Science in Economics
Member of the board since 2013
Independent of the company and its significant shareholders

Main occupation

NREP Oy, partner 2006–

Primary working experience

The Boston Consulting Group, management consultant, 2004–2006

Positions of trust

NREP Oy, Chairman of the board

Drupster Oy, member of the board

Chairman, member or vice member of the board in several companies governed by the NREP Group

Previous positions of trust

Päivi Timonen

b. 1970, Finnish citizen
Trained on Bench, Master of Laws
Member of the board since 2014
Independent of the company and its significant shareholders 

Main occupation

Fiskars Oyj Abp, General Counsel 

Primary working experience

Elektrobit Oyj (current Bittium Oyj), General Counsel

Positions of trust

Member of the board in several subsidiary companies of Fiskars Group

Previous positions of trust

Nestor Cables Oy
Member of the board in several subsidiary companies of Elektrobit Group

Sakari Ahdekivi

b. 1963, Finnish citizen
Master of Science in Economics
Member of the board since 2016
Independent of the company and its significant shareholders

Main occupation

Ahlstrom Oyj, CFO 2014–
Tamro Oyj, CEO 2012-2013
Tamro Oyj, CFO 2009-2012
YIT Oyj, CFO 2007–2009
Huhtamäki Oyj, CFO 2005–2007
ABB, international management positions, 1994–2005

Positions of trust

Previous positions of trust

Tamro Oyj, member of the board 2013