Board of Directors

Compositions

All members of the Board are elected by the general meeting. There is no specific order for the appointment of Board members in the articles of association. According to the articles of association, the Board comprises at least three and at most nine members, who do not have deputies. Members are elected for a term of office of one year, which starts at the close of the general meeting at which they were elected and ends at the close of the AGM following their election. The Board elects a Chairman and a Vice Chairman from among its members.

The Board’s Nomination Committee’s proposal for the composition of the Board is published in the notice to convene the AGM.

The AGM held on 20 March 2013 elected six members to the Board. Mr. Koen Dejonckheere, Mr. Karri Kaitue, Ms. Nora Kerppola, Mr. Claes de Neergaard and Mr. Heikki Westerlund were re-elected to the Board of Directors and Mr. Ari Tolppanen was elected to the Board as a new member.  The Board elected from among its members Heikki Westerlund as the Chairman of the Board and Karri Kaitue as the Vice Chairman of the Board.

Their biographical details are presented on this site.

Independence of the Board members

Under a decision taken by the Board, at least three members of the Board shall be independent of the company. In addition, at least two of these three members shall also be independent of the company’s significant shareholders.

The Board has in its organizing meeting on 20 March 2013 assessed its members’ independence of the company and of its significant shareholders. Karri Kaitue, Nora Kerppola and Claes de Neergaard are independent of both the company and its significant shareholders. Koen Dejonckheere is independent of the company, but non-independent of its significant shareholders. Ari Tolppanen and Heikki Westerlund, CapMan’s Senior Partners and members of the CapMan Buyout investment team, are non-independent of both the company and its significant shareholders.

Duties and responsibilities

Under the Finnish Companies Act and CapMan’s articles of association, the Board is responsible for the administration of the company and the proper organisation of its operations. The Board is also responsible for the appropriate arrangement of the control of the company’s accounts and finances. The Board has confirmed a written charter for its work, which describes the main tasks and duties, working principles and meeting practices of the Board, and an annual self-evaluation of the Board’s operations and working methods.

In accordance with the charter, the main duties of the Board are:

• to appoint and dismiss the CEO and his/her deputy
• to supervise management
• to approve strategic goals
• to decide on establishment of new CapMan funds and the level of CapMan’s own commitments therein
• to decide on the major changes in the business portfolio
• to ensure that the company has a proper organisation
• to ensure the proper operation of the management system
• to supervise and approve annual financial statements and interim reports
• to ensure that the supervision of the accounting and financial management is properly organised
• to ensure that the business complies with relevant rules and regulations
• to approve the principles of corporate governance,  internal control, risk management and other essential policies and practices
• to decide on the CEO’s remuneration and on the remuneration policy to be followed for other executives and CapMan’s key employees
• to confirm the central duties and operating principles of Board committees

The Chairman of the Board ensures and monitors that the Board fulfils the tasks appointed to it under legislation and by the company’s articles of association. Additional information on the Board is available in this section and information about its compensation can be found here.

Work of the Board in 2012

In 2012, the Board met nine times (eight meetings for the Board elected by the 2012 AGM and one meeting for the Board elected by the 2011 AGM). The following table presents Board members’ attendance at the meetings in 2012.

Heikki Westerlund
Chairman of the Board, CapMan Plc, Senior Partner

Karri Kaitue
Member of the Board

Claes de Neergaard
Member of the Board

Koen Dejonckheere
Member of the Board

Nora Kerppola
Member of the Board

Ari Tolppanen
Senior Partner, Member of CapMan Plc Board

Board Committees

The committees are generally established and the committee members elected in the Board’s organizing meeting to be held after the AGM from among its members for the same term as the Board. As a general rule, the committee shall have at least three members but, in accordance with Recommendation 22 (Appointment of members to the committees), the committee may, due to the limited number of board members, consist of two members only. The charters for each committee shall be confirmed by the Board and the minutes of the meetings shall be delivered to the Board for information. The committees do not have autonomous decision-making power but the Board makes the decisions within its competence collectively.

In its organizing meeting held on 20 March 2013, CapMan’s Board established Audit, Nomination and Remuneration Committees.

The tasks of the Committees are described in more detail below. The members of the committees are:

Audit Committee

• Karri Kaitue (Chairman)
• Nora Kerppola

Nomination Committee

• Heikki Westerlund (Chairman)
• Koen Dejonckheere
• Ari Tolppanen

Remuneration Committee

• Nora Kerppola (Chairman)
• Koen Dejonckheere
• Claes de Neergaard

Audit Committee

The Audit Committee has been established to improve the efficient preparation of matters pertaining to financial reporting and supervision.

The duties of the Audit Committee include:

• monitoring the reporting process of financial statements
• supervising the financial reporting process
• monitoring the efficiency of the company's internal control and risk management systems
• reviewing the description of the main features of the internal control and risk management systems pertaining to the financial reporting process
• monitoring the statutory audit of the financial statements and consolidated financial statements
• evaluating the independence of the statutory auditor or audit company, particularly the provision of related services
• preparing the proposal for resolution on the election of the auditor.

The Board has in its organizing meeting on 20 March 2013 elected Karri Kaitue (Chairman) and Nora Kerppola as members of the Audit Committee. 

The Board of Directors has decided, in accordance with the Code’s Recommendation 22, that due to the overall small size of the Board, the Audit Committee comprises two members.

Audit Committee meetings in 2012

In its organizing meeting in 2012, the Board elected Teuvo Salminen (Chairman), Karri Kaitue and Nora Kerppola as members of the Audit Committee and the Committee met four times in this composition. Prior to AGM 2012, the members of the Audit Committee were Teuvo Salminen (Chairman) and Conny Karlsson in which composition the Committee met once in 2012.The following table presents the Committee members’ attendance at the meetings.

Audit Committee prior to AGM 2012 
 

Nomination Committee

The Nomination Committee has been established to improve the efficient preparation of matters pertaining to the nomination and remuneration of Board members. The main duty of the Committee is to give proposals to the AGM on the composition of the Board and on the remuneration of the Board members.

The Board has in its organizing meeting on 20 March 2013 elected Heikki Westerlund (Chairman), Koen Dejonckheere and Ari Tolppanen as members of the Nomination Committee.

CapMan deviates from recommendation 29 of the Finnish Corporate Governance Code, which corresponds to the independence of the majority of the Nomination Committee members. Ari Tolppanen and Heikki Westerlund are non-independent of the company. The Board of Directors considers the Nomination Committee memberships of Ari Tolppanen and Heikki Westerlund to be justified due to their significant ownership of the company’s stock. In addition, the Nomination Committee’s preparation process for the election of members of the Board of Directors includes consultation with the largest shareholders. 

Nomination Committee meetings in 2012

In 2012, Heikki Westerlund (Chairman), Koen Dejonckheere and Teuvo Salminen acted as members of the Nomination Committee and the Committee met three times in this composition. The following table presents the Committee members’ attendance at the meetings.

Remuneration Committee

The Remuneration Committee has been established to improve the efficient preparation of matters pertaining to the remuneration and appointment of the CEO and other executives of the company as well as the remuneration policy covering the company's other personnel.

The main duty of the Remuneration Committee is to assist the Board by preparing the Board decisions concerning:

• company executive remuneration principles and individual situations as required
• company’s overall principles for total compensation structure.

The Committee shall further contribute to securing:

• objectivity in decision-making regarding remuneration issues in the company
• the systematic alignment of remuneration principles and practice with company strategy and its long-term and short-term goals
• the transparency of the company’s remuneration programs.

The Board has in its organizing meeting on 20 March 2013 re-elected Nora Kerppola (Chairman), Koen Dejonckheere and Claes de Neergaard as members of the Remuneration Committee. 

Remuneration Committee meetings in 2012

In 2012, the Remuneration Committee met five times.  The following table presents the committee members’ attendance at the meetings.