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 regulations 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 Shareholder's Nominating Committee prepares proposals on the composition and remuneration of the Board of Directors to the Annual General Meeting. (Please, see further details of the composition of the Shareholder's Nominating Commitee here.)
According to the Articles of Association, the annual general meeting elects the Chairman and the Vice Chairman of the Board.
The term of a Board member will expire at the end of the next annual general meeting following election.
Composition of the Board of Directors
The composition of the Technopolis Board must fulfill the requirements set by the business sector and market situation. The 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 2011 and will end at the end of the annual general meeting to be held in the financial year 2012, the Board comprises the following persons:
Mr. Pertti Huuskonen, M.Sc. (Eng.), MKT, eMBA, born in 1956, is the Chairman of the Board and has served as full-time Chairman of the Board between September 2008 and March 2011. Currently he is the CEO of the investment and consulting company Lunacon Oy and an advisor and a lecturer in the University of Oulu, Oulu Business School. 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 the Charman of the Board in Lap-Ti Invest Oy and a member of the board in the newspaper company Kaleva.
Mr. Carl-Johan Granvik, M.Sc. (Econ.), born in 1949, was elected Vice Chairman of the Board in annual general meeting 2011. He has served Nordea Bank Plc and its predecessors for his entire career. He retired on December 31, 2010 as Head of Group Credit and Risk Control at Nordea Bank Ab and the Country Senior Executive in Finland. Since 1991 he has served as Member of Group Executive Management first in the Union Bank of Finland and thereafter since 1995 continuously at Nordea Bank Ab and its predecessors (i.a. Merita Bank and Merita Nordbanken). He is the Chairman of the investment committee of Sponsor Fund II Ky and member of the board in several foundations.
Mr. Matti Pennanen, M.Sc. (Civil Engineering), born in 1951, is Board member and has served as Vice Chairman of the Board 2005 - March 2011. 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. Currenty she is the CEO of Adviso TMA Oy. Previously she served e.g. as Strategic Marketing, Brand and Development Director of the Fazer Group and as Business Director of Fazer Amica. She is currently a member of the Board of Diacor Terveyspalvelut Ltd, the Association of Finnish Advertisers and Paletti Ltd.
Mr. 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 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 and Outotec Plc.
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 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 Carl-Johan Granvik and Pekka Korhonen.
Remuneration Committee
The remuneration 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 Pertti Huuskonen and the other members are Teija Andersen and Matti Pennanen.
Presentations
