Board of Directors
Duties
The Board of Directors of Technopolis is responsible for the company´s management and proper organization of the company´s operations. The Board must always promote the company´s interests and comply with legislation, official reg-ulations and the norms of the society. The Board´s operating procedures and main duties have been defined in the Board´s Charter.
The Board´s duties include deciding on the company´s strategy and major orga-nizational solutions, approving the budget and the guidelines governing the company´s risk management and internal control, deciding on exceptional and far-reaching matters within the field of activities of the company, appointing the CEO and the Management Team members, deciding on their salaries and other benefits, deciding on succession plans for key personnel, major investments and sales of assets, making proposals to the Annual General Meeting on the distribution of profits and monitoring the company´s financial situation and risk position.
The Board annually assesses its own work and success.
According to the investment policy approved by the Board, all decisions on the administration and management of Technopolis´ real estate property are made by the Board. The decisions are executed by the CEO.
Election of Board Members and term of office
According to the Articles of Association, the company´s Board of Directors comprises at least four and at most seven members. The Annual General Meeting elects the Board members. A working group comprising the Chairman and Vice Chairman prepare a proposal concerning the election of the Board after consulting the largest shareholders.
According to the Articles of Association, the Annual General Meeting elects the Chairman and Vice-Chairman of the Board.
The General Meeting 26 March 2010 amended the 3 § of Articles of Association as follows: the term of a Board member shall expire at the end of the next annual general meeting following election.
Composition of the Board
The composition of the Technopolis Board must fulfill the requirements set by the business sector and market situation. The President and CEO cannot be a Board member.
During the term of office that has started at the end of the Annual General Meeting in the financial year 2010 and will end at the end of the Annual General Meeting to be held in the financial year 2011, the Board comprises the following persons:
Mr. Pertti Huuskonen, M.Sc. (Eng.), MKT, eMBA, born in 1956, has served as Chairman of the Board of Directors since September 15 th, 2008. Before that he was President and CEO of the parent company, Technopolis Plc, since 1985. Before joining Technopolis, he had served as Managing Director of Vakote Ltd, a machine automation company that he founded. He is a member of the supervi-sory board of Finpro ry.
Mr. Matti Pennanen, M.Sc. (Civil Engineering), born in 1951, has served as Vice Chairman of the Board since 2005. He is the Mayor of Oulu, having been Deputy Mayor earlier. Previously he served in various positions with Palmberg-Rakennus Ltd and YIT Corporation Ltd in Finland and abroad. He is currently Chairman of the Oulu Regional Government and a member of the Board of the Oulu University Scholarship Foundation and the Finnish Port Association.
Ms. Teija Andersen, M.Sc. (Agriculture and Forestry), eMBA, born in 1957, has served as Board Member since spring 2009. She is Strategic Marketing, Brand and Development Director of the Fazer Group, member of the Board of Fazer Amica and member of the Group Executive Board. Previously she has served as Managing Director of Fazer Amica Finland, Sales Director and Marketing Manager of Fazer Makeiset Finland and as Managing Director of Candyking. She is currently a member of the Board of Diacor Terveyspalvelut Ltd, the Association of Finnish Advertisers, Paletti Ltd, Sampo Pankki Plc and Turvatiimi Plc.
Pekka Korhonen,
LL.M, M.Sc. (Theol.), born in 1952. He is CEO of NV Kiinteistösijoitus Oy and NV Property Fund I Ky. Previously, he has served as Managing Director and Investment Manager of OP Bank Group Pension Fund and OP Bank Group Pension Foundation between 1986-2010. He is currently a member of the Board of S-Asunnot Oy. He has been Board Member of Technopolis Plc 2007-2008.
Mr. Timo Ritakallio, LL.M, MBA, born in 1962, has served as Board member since spring 2008. He is Deputy CEO of Ilmarinen Mutual Pension Insurance Company. Previously, he served as Deputy CEO of Pohjola Bank Plc, Vice Chairman of the Group´s Executive Committee, and prior to that as Vice Chairman of the OKO Group´s Executive Committee and member of the Management Board. He is a member of the Board of NASDAQ OMX Nordic Exchange Ltd.
Mr. Erkki Veikkolainen, M.Sc. (Electronic Engineering), eMBA, born 1952, has served as Board member since 2005. He is CEO of MEVita Invest Ltd, and pre-viously served as Deputy CEO and business unit director of Elektrobit Group Plc, and as CEO, business development director and business director of Elektrobit Ltd. He is Chairman of the Board of Directors of Elcoflex Lrd. and a Board member of Aplicom Ltd., Elcoflex (Suzhou) Co. Ltd, Maustaja Ltd. and Mecanova Ltd.
All members of the Board, excluding Pertti Huuskonen, are independent of the company and of significant shareholders.
Board Commitees and Groups
To prepare matters properly, the Board may appoint special committees and groups consisting of Board members. The Board will provide the committees and groups with appropriate instructions and information on their duties, and they will report back to the Board. Even if the preparation of a specific matter is delegated to a committee or group, the Board makes all decisions collectively.
From 15 March 2010 the Board has an audit committee and a combined nomination and remuneration committee, the members of which it appoints among the Board members in accordance with the charters of the respective committees.
Audit Committee
The duties of the audit committee consist of monitoring the statutory audit of the statutory financial statements and consolidated financial statements and the reporting process of financial statements, as well as supervising the financial reporting process of the company. Furthermore, the duties of the committee include monitoring the efficiency of the company´s internal control, internal audit and risk management systems and reviewing the description of the main features of the internal control and risk management pertaining to the financial reporting process, which is included in the company´s corporate governance statement. The committee also evaluates the independence of the statutory auditor or audit firm, particularly the provision of related services to the company, and prepares the proposal for resolution on the election of the auditor.
The chairman of the committee is Timo Ritakallio and the other members are Teija Andersen and Matti Pennanen.
Nomination and Remuneration Committee
The duties of the nomination and remuneration committee consist of preparing the proposals for the appointment and remuneration of directors to be presented to the general meeting. The committee also takes care of the succession planning of directors and presents the proposal for the appointment of directors to the general meeting. The committee communicates with major shareholders in matters related to the composition of the Board. Furthermore, the committee prepares matters pertaining to the appointment of the managing director, deputy manager director and other executives of the company as well as the identification of their possible successors. The committee also prepares matters pertaining to the remuneration and other financial benefits of the managing director and the deputy managing director and the remuneration of persons belonging to the company´s management team and other company executives, as well as other matters pertaining to the remuneration policy of the company.
The chairman of the committee is Matti Pennanen and the other members are Teija Andersen and Timo Ritakallio.
Full-time Chairman of the Board
Pertti Huuskonen who has served as President and CEO of the company since 1985 until September 15th, 2008, started as full-time Chairman of the Board of Directors of
the company on September 15th, 2008. The General Meeting 26 March 2010 elected
Pertti Huuskonen full-time chairman of the Board of Directors for the term that
expires at the end of the next Annual General Meeting (spring 2011).
In order to facilitate the execution of the company's internationalization strategy and to secure the continuity of the company's leadership, shareholders representing
approximately 39 % of the shares in the company proposed to the Annual General
Meeting held on March 26th, 2009 that the Board of Directors of the company be
authorized to continue the contract with Huuskonen concerning his full-time
chairmanship under its original terms by one additional year so that it would
expire at the end of the Annual General meeting of 2011. If the Annual General
Meeting of 2010 does not re-elect Mr. Huuskonen as the full-time chairman for
the term commencing at that time, or if his chairmanship ends before the Annual
General Meeting of 2011, he will be available for the company as a full-time
advisor until the Annual General Meeting of 2011. The Annual General Meeting
authorized the Board of Directors to continue the contract with Huuskonen
concerning his full-time chairmanship in accordance with the above-mentioned
proposal. In accordance herewith, the Board of Directors has on April 23rd, 2009
concluded a contract with Pertti Huuskonen regarding the continuation of the
contract concerning his full-time chairmanship.
The duties of the full-time Chairman of the Board include, in addition to tasks normally carried out by the Chairman of the Board, among others the following main duties: preparing the company strategy, preparing the internationalization of the technology centre concept and participating in key negotiations, preparing key international strategic investment and finance projects, preparing international joint venture and partner agreements necessary to carry out the company strategy, managing the development work of the world class Science Park concept essential to the company and supporting the President and CEO.
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