Under the Finnish Limited Liability Companies Act, the Board of Directors is responsible for the administration of the company and the appropriate arrangement of its operations.
In addition, the Board of Directors is responsible for ensuring that supervision of the Company’s accounting and asset management is appropriately arranged. The duties of the Board of Directors also include deciding on the Company’s strategy, adopting action plans and budgets, and handling and approving the interim report, financial statements and annual report.
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Members of the Board of Directors
The Board of Directors' Committees
The Shareholders' Nomination Board
Election of members and terms of office
Election and the Term
In accordance with Taaleri’s Articles of Association and General Meeting resolutions, the Board of Directors is comprised of no fewer than three (3) and no more than eight (8) members. The Chairperson of the Board of Directors and Deputy Chairperson of the Board of Directors are elected by the General Meeting. The term of office of the members of the Board of Directors ends at the close of the first annual general meeting following the election.
At the Annual General Meeting held on 10 April 2024, six members were elected to Taaleri’s Board of Directors for a term of office that ends at the close of the Annual General Meeting 2025.
Independence
The Board of Directors has assessed the independence of its members in accordance with the Corporate Governance Code issued by the Finnish Securities Market Association in 2020.
According to the evaluation carried out by the Board, all members are independent of the company and its major shareholders.
Charter of the Board of Directors
The Board of Directors controls and supervises the company’s executive management, appoints and dismisses the CEO, approves the company’s strategic objectives and risk management principles, and ensures the operation of the management system. The duty of the Board of Directors is to promote the interests of the company and all its shareholders. The members of the Board of Directors do not represent in the company parties that have proposed them as members.
The charter, the Limited Liability Companies Act and the Corporate Governance Code specify the functions and areas of responsibility belonging to the Board of Directors.
In order to make its work more efficient, the Board of Directors has established an Audit Committee and a Remuneration Committee.
The Board of Directors’ charter has been approved in the Board’s meeting on 2 May 2023.
Members of Taaleri’s Board of Directors
| Name | Born | Title | Board Member Since |
|---|---|---|---|
| Juhani Elomaa | 1960 | Chairperson of the Board | 2019 |
| Hanna Maria Sievinen | 1972 | Deputy Chairperson | 2016 |
| Elina Björklund | 1970 | Member of the Board | 2019 |
| Petri Castrén | 1962 | Member of the Board | 2020 |
| Juhani Bonsdorff | 1972 | Member of the Board | 2024 |
| Leif Frilund | 1953 | Member of the Board | 2024 |
Duties of the Board of Directors
Duties of the Board of Directors, among other things are:
| Strategy |
Approve: Supervise the execution of the Group’s strategy. |
|---|---|
| Business development |
Monitor regularly: |
| Organisational structure |
Approve the organisational structure of the Company and Group. |
| Governance |
Approve principles and policies required by legislation and requiring Board approval. Approve the Corporate Governance Statement. |
| Committees |
Decide on the establishment of committees. Decide on the size and composition of committees. |
| Charter |
Assess the content, relevance and timeliness of its charter, annually. Assess regularly the timeliness of charter of committees. Approve the charter of the Board of Directors, committees and Executive Board. |
| Stock exchange releases |
Approve stock exchange releases (excluding technical stock exchange releases). |
| Reorganisations, investments, business restructuring, permits |
Decide on: |
| Approval authorisations |
Approve limits for investments, divestments and financial commitments that may not be exceeded without Board permission. Approve investments and financial commitments that exceed 1,000,000 euros. Process investments that exceed 300,000 euros. |
| Related-party transactions |
Approve the principles of monitoring and evaluating of related-party transactions. Process the report concerning how the agreements and other legal actions made between the Company and its related parties meet the requirements of normal operations and market conditions. Decide on agreements or other legal actions with the company's related parties that are not the company's normal business or that are not carried out under normal commercial conditions. Decide on the publication of a stock exchange release about material related-party transactions. |
| Financial reporting |
Process reporting on the Company’s financial situation, the Company’s and Group’s results, and development of sales and personnel, on a regular basis. Approve internal income and expense allocations applied within the Group, if there are major changes in the principles of internal income and expense allocations. The Group's internal income and expense allocations are not brought to the board for approval, unless it is a change of principle. |
| Financial result |
Approve the Company’s financial statements and half-year reviews and the related financial results press releases. |
| Diversity |
Approve the board's diversity principles. |
| Independence |
Assess the independence and qualifications of the Board of Directors’ members, annually. Monitor that the Board of Directors’ members meet the requirements of independence. |
| Performance assessment of the Board of Directors and the CEO |
Self-assess their performance annually at the end of the term of office, including also the committee performance evaluation. Assess and provide feedback to the CEO on his performance, annually. |
| Appointments |
Appoint the CEO and Deputy CEO and decide on their dismissal. Appoint members of the Group's Executive Board, who report to the CEO, at the proposal of the CEO. Be heard prior to the dismissal of a person belonging to the top management (excl. CEO and deputy CEO) (the CEO must consult at least the chairman of the board). |
| Service contracts |
Approve senior executive service contracts and their terms. |
| Remuneration: Remuneration policy, principles of remuneration schemes and remuneration schemes |
Approve and propose to the General Meeting the remuneration policy. Approve Taaleri’s general principles of the remuneration schemes. Approve fixed salaries and remuneration schemes of the top management. Approve fixed salaries and remuneration schemes of the persons working in control functions. |
| Remuneration: Performances according to the remuneration scheme |
Decide on reduction and/or recovering of variable fees, if necessary. Decide on the total amount of variable remuneration. Decide on the amount of variable remuneration for top management and the persons working in control functions. |
| Remuneration: Reporting |
Approve and present to the General Meeting the remuneration report. |
| Internal control and risk and capital adequacy management |
Monitor and supervise the efficiency, effectiveness and procedures of internal control and risk and capital adequacy management. Approve the operating principles of internal control and risk and capital adequacy management. Monitor that the Group is observing applicable laws and regulatory requirements. Monitor the appropriateness of the CEO’s actions. Process reports on risk management, compliance activities and realised risks. |
| Conflict of interest registers |
Process the conflict of interest registers of AIFM-licensed companies once a year. |
| Internal Audit |
Decide on the organisation of the internal audit Approve Internal Audit’s audit plan. Process Internal Audit reports. |
| Whistleblowing |
Process complaints or reports concerning board members or their activities submitted to the company anonymously or in other ways. |
| Customer compensations |
Approve customer compensations exceeding 100,000 euros. |
| Litigation and administrative processes |
Approve actual and threatening legal and administrative processes, which may have an impact of more than 100,000 euros on the financial position of the group or its company. |
| Official correspondence |
Process essential official correspondence as well as essential inquiries and reports from the authorities. |
| Other duties |
Process the report on competitor monitoring. Point out to the audit committee or to the remuneration committee specific questions related to their duties (for example, related to operating methods and/or individual risks or related to the remuneration), if necessary |
The Board of Directors’ Committees and the Shareholders’ Nomination Board and their Charter
Taaleri Plc’s Board of Directors has two committees that assist the Board in preparing matters for the Board. The duties and operating principles of the committees are specified in the committees’ charters that have been approved in the meeting of the Board of Directors on 2 May 2023. The key content of the charter are described below.
Audit Committee
The main function of the Audit Committee is to monitor the Company’s processes of financial reporting, bookkeeping, auditing, internal control, as well as internal auditing and risk management.
The Audit Committee has three (3) members. The Board of Directors elects the Audit Committee’s members and Chairman.
Committee members are elected for a term of office of one (1) year at the Board of Directors’ organisational meeting after the Annual General Meeting.
The Audit Committee convenes, as a rule, five times per year.
The duties of the Audit Committee include, among others:
| Governance |
Process and transmit to the Board the principles and policies required by legislation and requiring Board approval. Process and transmit to the Board the Company’s Corporate Governance Statement. |
|---|---|
| Charter |
Assess the content, relevance and timeliness of its charter annually and propose modifications it considers necessary for approval by the Board. Make technical updates and changes to the charter, if necessary. |
| Related-party transactions |
Process and transmit to the Board the principles of monitoring and evaluation of related party transactions for approval. |
| Financial reporting |
Monitor and supervise the financial statements and other financial reporting and the reliability of reporting. Evaluate the use and presentation of alternative performance measures. Approve the underlying assumptions of stress tests and scenario analyses. |
| Financial result |
Process and transmit to the Board of Directors the Company’s financial statements and half-year reviews as well as proposals regarding the related financial results press releases. |
| Responsibility |
Monitor and control and transmit to the Board the Company's responsibility development and procedures, if necessary. |
| Audit |
Assess the need for tendering of auditing services and carry out tendering of auditing services at regular intervals. Ensure that the auditor and chief auditor are replaced at minimum in accordance with regulatory requirements. Prepare and present to the General Meeting a proposal on the auditor’s remuneration and election or re-election. Process the audit report, possible audit minutes and the additional report submitted by the auditor to the Audit Committee. Discuss the issues raised with the auditor, if necessary. Monitor and assess the qualifications, operations and independence of the auditor. Monitor and assess the experience, qualifications and performance of the senior members of the external audit team. Approve fees to be paid to the auditor under the guidance given by the Annual General Meeting. Monitor and supervise the statutory audit of the financial statements and the consolidated financial statements. Assess the annual audit plan. Monitor and assess the audit-related services provided by the auditor to the Company and the provision of non-audit services to the Company. |
| Internal control and risk and capital adequacy management |
Monitor and oversee and, if necessary, transmit to the Board its assessment of the efficiency, effectiveness and procedures of internal control and risk and capital adequacy management. Process and transmit to the Board of Directors the operating principles of internal control and risk and capital adequacy management. Oversee regulatory compliance systems and supervise its effectiveness and the prevention of abuse. Assess the compliance and risk management organisation, tasks and human resources, at regular intervals. Process and transmit to the Board a report on risk management, compliance activities and realised risks, customer complaints, legal processes and capital adequacy development. |
| Conflict of interest registers |
Process and transmit to the Board the conflict of interest registers of AIFM licensed companies once a year. |
| Internal Audit |
Process and transmit a proposal for organising the internal audit to the Board for approval. Assess and monitor at regular intervals the effectiveness, procedures, organisation, duties and human resources of the Company’s Internal Audit function. Prepare and transmit to the Board a proposal on internal audit’s audit plan. Approve the internal audit procedures. Process and transmit internal audit’s reports to the Board. |
| Whistleblowing |
Process complaints and notifications transmitted to the Company anonymously or in some other way. To handle complaints and reports submitted to the Company anonymously or in other ways about members of senior management or their activities (when they do not concern board members). |
| Customer compensations |
Process and deliver to the board for approval customer compensations exceeding 100,000 euros. |
| Litigation and administrative processes |
Process and transmit to the Board for approval actual and threatening legal and administrative processes, which may have an impact of more than 100,000 euros on the financial position of the group or its company. |
| Official correspondence |
Process and transmit essential official correspondence and essential official inquiries and reports from the authorities to the board. |
| Other duties |
Perform tasks occasionally delegated to the committee by the Board of Directors. Investigate and monitor specific questions pointed out by the Board and related to the audit committee's duties (for example, related to operating methods and/or individual risks). |
Remuneration Committee
The functions and responsibilities of the Remuneration Committee concern the remuneration and successor planning of the CEO, Deputy CEO and the Group’s Executive Board, and the preparation of Taaleri Group’s remuneration schemes.
The Remuneration Committee has three (3) members. The Board of Directors elects the Remuneration Committee’s members and Chairman.
Committee members are elected for a term of office of one (1) year at the Board of Directors’ organisational meeting after the Annual General Meeting.
The duties of the Remuneration Committee include, among others:
| Charter |
Assess the content, relevance and timeliness of its charter annually and propose modifications it considers necessary for approval by the Board. Make technical updates and changes to the charter, if necessary. |
|---|---|
| Service contracts |
Prepare for the Board of Directors senior executive service contracts and their terms. |
| Successor planning |
Carry out continuous management successor planning. |
| Remuneration: Remuneration policy, general principles of remuneration schemes and remuneration schemes |
Process and transmit to the Board for approval a proposal on the remuneration system and the general principles of remuneration schemes. Present to the general meeting the Board's proposal of the remuneration policy for governing bodies. Evaluate and transmit to the Executive Management Team the guidelines before renewal of the remuneration scheme regarding the timeliness of the remuneration scheme in use and the functionality of the remuneration for its purpose in light of the goals that the remuneration scheme was set to achieve. Evaluate when preparing the proposal for rewarding of the top management: Evaluate annually the timeliness of the remuneration policy for governing bodies. Support the Board in the selection of potential external compensation consultants. Provide to the Board support and advice in connection with the planning of the remuneration scheme, if necessary. Prepare and transmit to the Board a proposal for fixed salaries and remuneration schemes for the top management. |
| Remuneration: Goals of the remuneration schemes |
Decide the goals of the remuneration schemes of the top management. |
| Remuneration: Amounts of the remuneration schemes |
Prepare and transmit to the Board a proposal on the amount of variable remuneration of the top management. |
| Remuneration: Control |
Control the correctness of the amounts paid based on the remuneration schemes. Process the internal audit report on compliance with the remuneration schemes, if necessary. |
| Remuneration: Reporting |
Process and transmit to the Board a proposal for the remuneration report. Process and transmit to the Board a proposal on the remuneration statement. |
| Other duties |
Perform tasks occasionally delegated to the committee by the Board of Directors. |
The Shareholders’ Nomination Board
The General Meeting 2019 resolved to establish a permanent Shareholders’ Nomination Board, whose main duty is to prepare and present proposals to the Annual General Meeting, or to the Extraordinary General Meeting if needed, for election and remuneration of the members of the Board of Directors as well as identify successors for existing members of the Board.
The Nomination Board consists of three members that represent the company’s largest shareholders. Nomination right belongs to the three shareholders who hold the largest number of votes calculated of all shares in the company on the basis of the registered holdings in the company’s shareholders’ register held by Euroclear Finland Ltd or based on information represented by the nominee registered shareholders as of the last weekday in August in the year preceding the next Annual General Meeting. Should a shareholder not wish to use his/her nomination right, the right is transferred to the next largest shareholder who would otherwise not have a nomination right. In case two shareholders have an equal number of votes and the representatives of both such shareholders cannot be appointed to the Nomination Committee, the decision between them shall be made by drawing lots.
The Chairperson of the Board of Directors shall request each of the three largest shareholders to appoint one member to the Nomination Committee.
The Chairperson of the Board of Directors shall convene the first meeting of the Nomination Committee and act as the chairman of the Nomination Committee until the Nomination Committee has elected a chairman from among its members who shall be responsible for convening subsequent meetings. The Chairperson of the Board of Directors can act as the Nomination Committee’s expert member upon request of the Nomination Committee.
The Nomination Committee shall serve until further notice unless otherwise decided by the General Meeting. The Nomination Committee’s members shall be elected annually and their term of office shall end when new members are elected to replace them.
Composition of Taaleri’s Shareholders’ Nomination Board
The composition of Taaleri Plc’s Shareholders’ Nomination Board is:
- Pertti Laine, Veikko Laine Oy’s Chairman of the Board of Directors, nominated by Veikko Laine Oy
- Peter Fagernäs, Oy Hermitage Ab’s Chairman of the Board of Directors, nominated by Oy Hermitage Ab
- Juhani Elomaa, Taaleri Plc’s Chairperson of the Board of Directors, nominated by Juhani Elomaa
At its meeting on 8 September 2022, the Shareholders’ Nomination Board elected Peter Fagernäs as its Chairperson.
The duties of the Nomination Committee include, among other things:
| Governance |
Assess the competence of the members of the Board of Directors and the Board member candidates. |
|---|---|
| Charter |
Review the charter annually and propose possible amendments to the next General Meeting for adoption. Make technical updates and amendments to the charter, if necessary. |
| Board composition |
Prepare and present to the General Meeting a proposal on the number of the members of the Board of Directors. Prepare and present to the General Meeting a proposal on the members of the Board of Directors. Prepare and present to the General Meeting a proposal on the chairman and deputy chairman of the Board of Directors. |
| Diversity |
Prepare the diversity principles of the Board of Directors. |
| Independence |
Assess the independence of the members of the Board of Directors and the Board member candidates. Assists the Board of Directors in continuous monitoring that the members of the Board of Directors meet the independence requirements. |
| Performance assessment of Board and CEO |
Set the basis for evaluating the activities and working methods of the Board of Directors and the Committees and assist the Board of Directors in carrying out the annual performance assessment. Take into consideration the results of the annual performance assessment of the Board of Directors in the preparation of the proposal on the Board composition. |
| Successor planning |
Identify successors for existing members of the Board. |
| Remuneration: remuneration policy |
Take into consideration the contents of the remuneration policy in the preparation of the proposal of the remuneration of the members of the Board of Directors to the General Meeting. |
| Remuneration: Remuneration scheme-based performances |
Prepare and present to the General Meeting a proposal on the remuneration of the members of the Board of Directors for their Board and Board committee work. |