Board of Directors

Silmäasema's Board of Directors

Composition

In accordance with the Company’s Articles of Association, the Annual General Meeting selects a minimum of three and a maximum of nine standing members. The Board of Directors may have a maximum of three deputy members. The members of the Board of Directors can be selected or dismissed only with a decisions made by the shareholders at the Annual General Meeting. The number of terms of the members of the Board of Directors is not limited nor do the members of the Board of Directors have a separately defined retirement age. The term of a member of the Board of Directors begins at the Annual General Meeting where he or she is elected and ends at the close of the next Annual General Meeting. The shareholders’ nomination board proposes a Chair and a Vice-Chair of the Board of Directors to the Annual General Meeting.

In the Annual General Meeting on 11 April 2017, it was decided that the Company’s Board of Directors shall have six members. The following persons were elected to the Company’s Board: Jukka Hienonen, Tuomas Lang, Maisa Romanainen, Juha Saarinen, Torsti Sihvola and Kaisa Vikkula. The Annual General Meeting elected Jukka Hienonen as the Chair of the Board and Juha Saarinen as the Vice-Chair of the Board.

Members of the Board of Directors

Jukka Hienonen, b. 1961
M.Sc.(Econ.)

Board Member and the Chairman of the Board since 2018
Member of the Audit Committee

Independent of the Company and significant shareholders

Essential work experience and positions of trust:
2016­– Stockmann Plc, Chairman of the Board, member 2015–
2015– Juuri Partners, Chairman of the Board
2015– Sato Group, Deputy Chairman of the Board
2013– Central Chamber of Commerce, Board Member
2015–2018 Paroc Group, Chairman of the Board
2012–2015 Helsinki Region Chamber of Commerce, Chairman of the Board
2010–2014 SRV Group Plc, CEO
2009–2014 Pohjola Bank Plc, Board Member
2007–2010 SRV Yhtiöt Oyj, Board Member
2006–2010 Finnair Plc, CEO
2006–2010
Association of European Airlines AEA, Board Member 2006–2009 Mutual Pension Fund Ilmarinen, Board Member
2003–2005 Transparency Finland, Founder and Board Member
2001–2005 Stockmann Plc, Executive Vice President and Deputy to CEO
2000–2001 Stockmann Plc, Vice President, Department Store Division
2000 Kesko Plc, Senior Vice President, Durable Goods Division
1995–2000 Stockmann Plc, Director, International Operations
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Tuomas Lang, b. 1960
M.Sc.(Econ.)
Board Member since 2014

Independent of the Company

Essential work experience and positions of trust:
2007– Intera Partners Oy, Chairman of the Board
2016– Intera Equity Partners III Oy, Chairman of the Board
2011– Intera Equity Partners II Oy, Chairman of the Board
2007– Intera Equity Partners Oy, Chairman of the Board
2017– Reimari Holding Oy (Merivaara Oy), Board Member
2015– Polarica Holding Ab, Board Member
2014– Stella Care Oy, Board Member
2007– Kisko Consulting Oy, Board Member
2011– Kisko Capital Oy, Board Member
2015– Kisko Investments Oy, Board Member
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Maisa Romanainen, b. 1967
M.Sc.(Econ.)

Board Member and Vice Chairman of the Board since 2017

Independent of the Company and significant shareholders

Essential work experience and positions of trust:
2014– VR Group Ltd., Senior Vice President of Passenger Services and member of the management team
2008–2014 Stockmann Plc, Executive Vice President and the Director of Department Store Division
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Juha Saarinen, b. 1970
M.Sc.(Econ.)

Board Member and Chairman of the Board since 2014
Member of the Audit Committee

Independent of the Company and significant shareholders

Essential work experience and positions of trust:
2017– Indoor Group, Board Member
2015– Avanto Ventures, Partner and Board Member
2014– Premico Group, Partner and Chairman of the Board
2014– HUB logistics, Board Member
2012– Juni Holding, CEO and Chairman of the Board
2010–2012 KiiltoClean Oy, CEO
2006–2010 Farmos Oy, CEO
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Torsti Sihvola, b. 1973
Licentiate of Medicine
Board Member since 2014

Independent of significant shareholders

Essential work experience and positions of trust:
2010–  Silmäasema Oyj, eye surgeon and special eye disease ophthalmologist
2010– ETS-Holding Oy, CEO
2007– ETS-Holding Oy, Board Member
2012–2013 Silmäasema Optiikka Oy, Board Member
2012–2013 Silmäasema Optiikka Oy, Member of Nomination and Remuneration Committee
2007–2010 Silmäasema Optiikka Oy, Board Member
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Kaisa Vikkula, b. 1960
Ph.D. (Econ.)

Board Member since 2017
Chairman of the Audit Committee

Independent of the Company and significant shareholders

Essential work experience and positions of trust:
2018– Finnish Gymnastics Federation, Chairman of the Board
2015– Grano Oy, Board Member
2010– Kisakallion Urheiluopisto, Vice Chairman of the Board
2015–2018 Management Institute of Finland MIF Oy, CEO
2015–2018 Soprano Oyj, CEO
2006–2014 Finnair Oyj, SVP, member of the Executive Board of Directors, Head of Leisure Flights & Travel Services
2014–2015 Finnish Trade Organisation Fintra Oy, CEO
2012–2014 LocalTapiola, Member of the Supervisory Board
 

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Duties and tasks of the Board of Directors

In accordance with the Finnish Limited Liability Companies Act, the Board of Directors is responsible for the Company’s management and for appropriate organization of operations. The duties and tasks of the Board of Directors are determined according to the Finnish Limited Liability Companies Act, the Articles of Association and the Board’s written rules of procedure.

According to the Board’s rules of procedure, the Board shall review amongst others the following tasks:

  • guides and supervises the Company’s CEO;
  • reviews and approves the financial statements;
  • convenes the General Meeting of the Shareholders and prepares the items to be resolved in it, i.e. the proposal on distributing dividends;
  • confirms the Company’s strategy, strategic priorities and long-term financial targets;
  • confirms annually the rules of procedure of the Board of Directors;
  • confirms the Audit Committee’s rules of procedure;
  • confirms the annual plan supporting achievement of long term targets based on strategic priorities and the investment, financing and result budget for implementing it, as well as follows their implementation in the long term and on an annual basis;
  • defines the Company’s dividend policy;
  • reviews and approves business acquisitions and arrangements and other significant decisions;
  • nominates and dismisses the CEO and decides on the terms of the CEO’s service;
  • confirms the members of the Executive Board and direct reports of the CEO based on the proposals of the CEO;
  • confirms the incentive programs and remuneration principles of the CEO and other members of the management;
  • confirms the Statement of Corporate Governance after it has been prepared in the Audit Committee;
  • confirms other than financial reporting when it has been reviewed in the Audit Committee;
  • confirms the declaration of remuneration and incentives;
  • confirms the insider guidelines and practices concerning related parties, as well as monitors their implementation;
  • decides on the disclosure policy and monitors its implementation.

Meetings and decision-making

The Board of Directors holds a necessary amount of meetings, usually 6–8 meetings per year. The timings of the meetings of the Board of Directors will be confirmed in advance for the financial period. If necessary, the Board of Directors shall hold additional meetings. At least one of the meetings shall focus on strategy and in at least one of the meetings the Board of Directors shall meet the auditor. The material of the meetings of the Board of Directors shall be provided for the members of the Board of Directors well on time before the meeting.

Silmäasema is responsible for ensuring that all Board members receive sufficient basic information on the Company’s operations, operating environment and financial position, and that a new Board member is inducted into the Company’s operations.

In addition to the Board of Directors, the Company’s CEO, CFO and a potential secretary of the Board of Directors or an external judicial advisor, as per the consideration of the Board of Directors, shall attend the meetings.

The Company’s CEO and the secretary of the Board of Directors together with the Chair of the Board of Directors are responsible for preparing the meetings and drafting the agenda.

The Board of Directors has a quorum when more than half of its members are present. Decisions are based on absolute majority. In the event of a tie, the Chair has the casting vote.

Principles on composition, diversity, independence of the Board of Directors

The overall aim of the Board’s composition is to achieve sufficiently extensive qualifications, expertise and experience. The sufficient diversity of the Board of Directors, including age and gender, as well as educational and professional background, is taken into account in the preparation of a proposal for the composition of the Board of Directors. The Board of Directors must have both male and female members.

The proposal on the Board composition will be prepared by the nomination committee consisting of persons appointed by the three largest shareholders and the Chair of the Board of Directors.

The Board of Directors must evaluate the independence of its members. The majority of the members must be independent of the Company. At least two of the members representing this majority shall also be independent of significant shareholders of the Company.

Self-evaluation

The Board of Directors evaluates its operation and working methods annually and performs a self-evaluation concerning them once per year. The Board of Directors carried out its latest self-evaluation in January 2018. The self-evaluation is based on a survey followed by the Board’s review of the survey results and further action.