The Board of Directors is elected by the Shareholders' Meeting, and is in charge of Digia’s administration and the appropriate organisation of the company’s operations. Under the Articles of Association, the Board of Directors must consist of a minimum of four and a maximum of eight members. The Nomination Committee will present the Shareholders’ Meeting with its proposal for the composition of the new Board of Directors to be appointed.
The majority of Board members must be independent of the company and a minimum of two of those members must also be independent of the company's major shareholders. Neither the CEO nor other company employees working under the CEO’s direction may be elected members of the Board.
The term of all Board members expires at the end of the Annual General Meeting following their election. A Board member can be re-elected without limitations on the number of successive terms. The Board of Directors elects its Chair and Vice Chair from amongst its members.
The Board of Directors has defined a Board diversity policy. It states that the requirements of the company’s size, market position and industry should be duly reflected in the Board’s composition. It should be ensured that the Board as a whole will always have sufficient expertise in the following areas in particular:
The Board should include members of both genders. The composition of the 2016 Board of Directors was successfully in line with Digia’s diversity policy. Both genders are represented on the Board.
The Board has prepared and approved written rules of procedure for its work. In addition to the Board duties prescribed by the Companies Act and other rules and regulations, Digia’s Board of Directors is responsible for the items in its rules of procedure, observing the following general guidelines:
The Board of Directors’ rules of procedure cover the following tasks:
The Board evaluates its activities and working methods at regular intervals, employing an external consultant to assist when necessary.
The Board convened a total of 16 times during 2016, and the attendance rate averaged 93 per cent. The table shows members’ attendance rate at meetings:
|Member of the Board||Born in||Education||Main occupation||Holding
31 Dec 2016**
|CFO, Caverion Corporation||0||2016|
|Päivi Hokkanen||1959||MSc. (Econ.)||CIO, A-Katsastus Group||8,170||2012|
Chair of the Board,
Ingman Development Oy Ab
|Seppo Ruotsalainen||1954||Lic.Sc. (Tech.)||Board professional||0||2012|
|Tommi Uhari***||1971||MSc. (Tech.)||Board professional||-||2010–2016|
* member as of 16 March 2016
|** includes related-party holdings and related party entities|
|***member until 16 March 2016|
The Board of Directors assesses the independence of its members on an annual basis. Of the aforementioned current members of the Board, Päivi Hokkanen, Martti Ala-Härkönen, Pertti Kyttälä and Seppo Ruotsalainen are independent of the company and its major shareholders. The last assessment noted Pertti Kyttälä’s more than ten-year continuous membership of the Board. However, it was not deemed to affect his independence overall. Robert Ingman is independent of the company. Robert Ingman is not independent of the company’s major shareholders due to his holdings in related party entities.