Board of Directors
Composition and diversity of the Board of Directors
All members of the Board are elected by the Annual 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 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 Shareholders’ Nomination Board makes the proposals on the Board composition and remuneration to the AGM. The Shareholders’ Nomination Board’s proposals are typically published as a separate stock exchange release and included in the notice to the Annual General Meeting.
The company values that its Board Members have diverse backgrounds taking into account the competencies that are relevant for CapMan business, such as know-how in the financial sector. The aim is that the Board consists of representatives of both genders and different age groups, that the Board members have versatile educational and professional backgrounds and that the Board of Directors as a whole has sufficient experience on international operating environment. Based on the Board’s evaluation its composition is aligned with the objectives set for the diversity of the Board composition.
Independence of the Board members
The majority of the Board members must be independent of the company. At least two of such Board members must also be independent of the company’s significant shareholders.
The Board has in its organizing meeting on 11 March 2020 assessed its members’ independence of the company and of its significant shareholders. Catarina Fagerholm, Eero Heliövaara, Mammu Kaario, Peter Ramsay and Andreas Tallberg are independent of both the company and its significant shareholders. Olli Liitola is independent of the significant shareholders but non-independent of the company due to his employment with a group company within the past three years. Johan Hammarén as a member of the Board is non-independent of Silvertärnan Ab, a significant shareholder of the company, and non-independent of the company due to his employment with a group company within the past three years.
Duties and responsibilities
Under the Finnish Limited Liability 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 proper 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 convene the general meetings of shareholders
- to appoint and dismiss the CEO
- to supervise management
- to approve strategic and financial objectives
- to approve the budget
- to decide on establishment of new CapMan funds and the level of CapMan’s own commitments therein
- to decide on fund investments to other than CapMan funds and direct investments exceeding EUR 5 million
- 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 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.
Meetings of the Board of Directors and the Committees during the financial year 2019 are described in more detail in the Corporate Governance Statement.
The Board may establish Committees to ensure efficient preparation of the matters under its responsibility. The Committees are established and their members elected from among the members of the Board for the same term as the Board generally in the Board’s organizing meeting to be held after the AGM. The Committees shall have at least three members. The charters for each Committee shall be confirmed by the Board. The Chairs of the Committees report to the following Board meeting on the topics discussed in the Committee meetings. Also, the materials presented, and the minutes of the Committee meetings are 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 11 March 2020, CapMan’s Board established Audit and Remuneration Committees.
The members of the Committees are:
- Mammu Kaario (Chairman)
- Catarina Fagerholm
- Peter Ramsay
All members of the Audit Committee were independent of the company and its significant shareholders. All members of the Audit Committee are experienced in demanding positions in financial administration and business management and they hold degrees suitable for Audit Committee members.
- Andreas Tallberg (Chairman)
- Catarina Fagerholm
- Eero Heliövaara
All members of the Remuneration Committee are independent of the company and its significant shareholders.
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 financial position of the Company
- monitoring and assessment of the financial reporting process
- monitoring and assessment of the company’s internal control and risk management systems and compliance processes
- monitoring and assessment of the most significant financial and tax risks
- review of the Company’s Corporate Governance Statement
- 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 Remuneration Committee has been established to improve the efficient preparation of matters pertaining to the remuneration and appointment of the CEO and other management group 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:
- CEO appointment and remuneration
- Company’s executive remuneration principles and individual situations as required
- company’s overall principles for total compensation structure.
The Committee shall further contribute to:
- securing the objectivity and transparency of the 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 appointment of the executives of the company.
In addition to the above mentioned tasks, the Remuneration Committee prepares the company’s Remuneration Policy and Remuneration Report for governing bodies.