Board of Directors

Board of Directors

Activities and tasks

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.

Board Diversity Policy

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 company’s field of business,
  • experience in managing a company of similar size,
  • the nature of a listed company’s business operations,
  • management accounting,
  • risk management,
  • mergers and acquisitions, and
  • Board work.

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 of Directors’ rules of procedure

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:

  • Good governance requires that, instead of needlessly interfering in routine operations, the Board of Directors should concentrate on furthering the company’s short- and long-term strategies;
  • The Board’s general task is to steer the company’s business with a view to maximising shareholder value over the long term, while taking account of the expectations of various stakeholder groups; and
  • Board members are required to act on the basis of sufficient, relevant and up-to-date information in a manner that serves the company’s interests.

The Board of Directors’ rules of procedure cover the following tasks:

  • Defines the Board’s annual action plan and provides a preliminary meeting schedule and framework agenda for each meeting;
  • Provides guidelines for the Board’s annual self-assessment;
  • Provides guidelines for distributing notices of meetings and advance information to the Board, and procedures for keeping and approving minutes;
  • Defines job descriptions for the Board’s Chairperson, members and Secretary (the latter position is held by the General Counsel or, if absent, the CEO); and
  • Defines frameworks within which the Board may set up special committees or working groups.

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:


Board Members

The Members of Digia Plc’s Board of Directors in 2016

Member of the Board Born in Education Main occupation Holding
31 Dec 2016**
Member since
Martti Ala-Härkönen* 1965

DSc (Econ.),

Lic.Sc. (Tech.)

CFO, Caverion Corporation 0 2016
Päivi Hokkanen 1959 MSc. (Econ.) CIO, A-Katsastus Group 8,170 2012
Robert Ingman
Vice Chair
1961

MSc. (Tech.),

MSc. (Econ.)

Chair of the Board,

Ingman Development Oy Ab

4,520,000 2010
Pertti Kyttälä
Chair
1950 MSc. (Econ.)

Managing Director,

Peranit Ltd

3,000 2005
Seppo Ruotsalainen 1954 Lic.Sc. (Tech.) Board professional 0 2012
Leena Saarinen*** 1960

MSc. (Food

technology)

Board professional - 2012–2016
Tommi Uhari*** 1971 MSc. (Tech.) Board professional - 2010–2016
Kai Öistämö*** 1964

D.Tech.,

MSc. (Tech.)

Board professional - 2015–2016

* member as of 16 March 2016

** includes related-party holdings and related party entities
***member until 16 March 2016

Independence of the members of the Board of Directors

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.