Board of Directors

Under the Company’s Articles of Association that will be effective as of the Listing, the Board of Directors shall comprise a minimum of five (5) and a maximum of eight (8) ordinary members, and the number of the members of the Board of Directors is to be decided by the Annual General Meeting of Shareholders.

Fredrik Cappelen

Ulf Fredrik Cappelen

b. 1957, BBA, Swedish citizen Chairman of the Board of Directors since 2013. Independent of the company and its largest shareholders.

Eeva Karoliina Ahdekivi

Eeva Karoliina Ahdekivi

b. 1966, M.Sc (Econ), DBA (Doctor of Business Administration). Finnish citizen. Member of the Board of Directors since 2018. Independent of the company. 

Lasse Heinonen

Lasse Heinonen

b. 1968, a MSc. (Econ.) Finnish citizen. Member of the Board of Directors since 2018. Independent of the company and its largest shareholders.

Olli Holmström

Olli Holmström

 b. 1960, M.Th., Finnish citizen. Member of the Board of Directors since 2017. Independent of the company.

Vesa Koskinen

Vesa Koskinen

b. 1979, MSc (Econ), Finnish citizen. Member of the Board of Directors since 2013. Independent of the company and its largest shareholders.

Åse Aulie Michelet

Åse Aulie Michelet

b. 1952, B. Pharm., Norwegian citizen. Member of the Board of Directors since 2016. Independent of the company and its largest shareholders.

Katri Viippola

Katri Viippola

b. 1976, Executive MBA, Master of Arts, Finnish citizen. Member of the Board of Directors since 2018. Independent of the company.

Tomas von Rettig

Tomas von Rettig

b. 1980, BBA (Bachelor of Business Administration), CEFA (Certified European Financial Analyst)
Finnish citizen. Vice Chairman of the Board of Directors since 2018. Independent of the company.

 

Board of Directors

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Operations of the Board

As of the completion of the Listing, the members of the Board of Directors are to be elected at each Annual General Meeting of Shareholders for a term that ends upon the conclusion of the Annual General Meeting of Shareholders following the election. Immediately after the Annual General Meeting, the Board of Directors holds an organization meeting where it, among other things, appoints the Chairman of the Board of Directors from among its members.

The CEO attends the meetings of the Board of Directors. The Chief Financial Officer (the "CFO") and other members of the Company's Executive Team attend the meetings of the Board of Directors upon invitation by the Board of Directors.

The Board of Directors has established and approved a written charter for its work to complement the Articles of Association and applicable laws and regulations. The charter of the Board of Directors describes the composition of the Board of Directors and the selection of directors, the responsibilities of the Board of Directors, meeting practices, division of tasks within the Board of Directors and reporting to the Board of Directors.

There are no limitations as to the number of terms a member of the Board of Directors can serve and no maximum age limit. The majority of the members of the Board of Directors must be independent of the Company, and at least two of the independent members of the Board of Directors must also be independent of the significant shareholders of the Company. Each member of the Board of Directors must provide the Board of Directors with sufficient information that will allow the Board of Directors to evaluate his or her qualifications and independence and notify the Board of Directors without delay of any changes in such information. All members of the Board of Directors are required to deal at arm's length with the Company and its subsidiaries and to disclose to the Board of Directors circumstances that might be perceived as a conflict of interest.

Based on an evaluation by the Board of Directors pursuant to the Finnish Corporate Governance Code 2015, all of the directors are considered to be independent of the Company. Lasse Heinonen and Åse Aulie Michelet are considered to be independent of the Company's significant shareholders, whereas Fredrik Cappelen, Eeva Ahdekivi, Olli Holmström, Vesa Koskinen, Katri Viippola and Tomas von Rettig are considered to not be independent of the Company's significant shareholders. Eeva Ahdekivi serves as the Managing Director of Hartwall Capital, Olli Holmström serves as the Managing Director of Helsinki Deaconess Institute Foundation sr., Fredrik Cappelen and Vesa Koskinen are employed by EQT, Katri Viippola serves as the Senior Vice President at Varma Mutual Pension Insurance Company and Tomas von Rettig is the President & CEO of Rettig Group Ltd.

The Board of Directors has a quorum when more than one half of its members are present. A decision by the Board of Directors is the opinion supported by the majority of the members present at a meeting. In case of a tie vote, the Chairman of the Board of Directors has the casting vote. The Board of Directors may make written resolutions without meeting provided that all the members of the Board of Directors agree on such resolution, that minutes of the decision are drawn and that all the members of the Board of Directors sign the minutes. In 2017, the Board of Directors of Terveystalo convened twelve times.  The average attendance frequency at the meetings of the Board of Directors was 96.2 percent.

Duties of the Board of Directors

The Board of Directors has general competence to decide and act in all matters not reserved for other corporate governing bodies by law or under the provisions of the Company's Articles of Association. The Board of Directors is responsible for the Company's administration and the appropriate arrangement of its operations. The Board of Directors also ensures that the supervision of the Company's accounting and asset management is appropriate.

The Board of Directors decides on matters of principle and on any issues that would have broad-ranging implications for the Company. It decides on major corporate plans and transactions as well as establishes limits for capital expenditures, investments and divestitures and financial commitments.

The Board of Directors' responsibilities also include the responsibility to review and approve the strategic objectives and strategic plans of the Company and its business areas as well as to monitor their implementation. The Board of Directors also reviews and approves the Company's financial targets. In addition, the Board of Directors monitors and assesses the Company's financial reporting system, approves the Company's financial reports and monitors the Company's external audit. It also ensures that the Company has defined the operating principles of internal control, internal audit and risk management and monitors that they are effective. In all situations, the Board of Directors must act in accordance with best interest of the Company and its shareholders.

The Board of Directors appoints the CEO and his or her Deputy upon the recommendation of the Remuneration Committee, dismisses him or her, supervises his or her actions, and approves his or her service contracts and remuneration upon the recommendation of the Remuneration Committee. The Board of Directors also appoints upon the proposal of the CEO the Executive Team reporting directly to the CEO and approves their service contracts and remuneration upon the recommendation of the Remuneration Committee. In addition, the Chairman of the Board of Directors has to be consulted by the CEO upon dismissal of members of the Executive Team reporting directly to the CEO.

Committees of the Board of Directors

The Board of Directors may establish specific committees to assist the Board of Directors in the preparation and performance of the duties and responsibilities of the Board of Directors, determine their sizes and compositions, and approve their charters. The Board of Directors has established two permanent committees: the Audit Committee and the Remuneration Committee. The committees of the Board of Directors regularly report on their work to the Board of Directors. In addition to the committees of the Board of Directors, Terveystalo has a Shareholders' Nomination Board. The members and Chairmen of the committees are appointed annually by the Board of Directors from among the Board members at the Board of Directors' organizational meeting upon the recommendation of the Remuneration Committee based on each committee member's qualification standards. Neither the CEO nor members of the Executive Team reporting directly to the CEO may be appointed to any committees.

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities of the Company's financial reporting processes and in monitoring the audit of the Company. The Audit Committee also assists the Board of Directors in its oversight of matters pertaining to financial reporting, internal control, internal audit and risk management.

The Audit Committee monitors the financial reporting processes, the quality and integrity of the financial statements and other financial reports as well as the financial performance of the Company. It also monitors the statutory audit of the financial statements, consolidated financial statements and the annual, half-year and interim financial reports. In addition, the Audit Committee monitors the effectiveness of the Company's internal control, internal audit and risk management systems and evaluates the performance of the internal audit. The Audit Committee also evaluates the qualifications and independence of the external auditor and, in particular, the provision of non-audit services to the Company, prepares the proposal for the election of the external auditor as well as monitors compliance with legal and regulatory requirements. The Audit Committee prepares the proposal for the remuneration and election or re-election of the external auditor and submits its recommendation for the appointment of the external auditor to the Board of Directors. Further, the Committee shall ensure that the Board of Directors is aware of matters which may significantly impact the Company's financial condition or affairs of the business.

The Audit Committee consists of at least three members appointed by the Board of Directors. The Audit Committee has a Chairman, who is appointed by the Board of Directors. The members of the Audit Committee must meet the independence and expertise criteria and other criteria applicable to Audit Committee members of publicly listed companies in Finland. The Audit Committee as a whole shall have the expertise and experience required for the performance of the Audit Committee's duties and responsibilities. Desirable qualifications for the Audit Committee members include appropriate understanding of accounting practices and financial reporting gained through education or experience in performing or overseeing related functions. At least one Audit Committee member shall have competence in accounting or auditing, and the Audit Committee members as a whole shall have competence relevant to the sector in which the Company operates. The Chairman of the Audit Committee reports regularly to the Board of Directors and submits to the Board of Directors the minutes of its meetings. The Audit Committee meets at least four times per year. The Audit Committee meets separately with the representatives of management, and the external and internal auditor, at least twice a year. The Committee members shall also meet regularly without members of management of the Company present. The Audit Committee meetings may be held by telephone or by electronic means.

Lasse Heinonen serves as the Chairman of the Audit Committee and Eeva Ahdekivi and Olli Holmström serve as members of the Audit Committee.

Remuneration Committee

The Remuneration Committee of the Board of Directors identifies individuals qualified to serve as the CEO of the Company and makes recommendations to the Board of Directors for approval of the appointment of the CEO. It also assists the Board of Directors in connection with major management reorganizations based on preparation and proposals by the CEO. The Remuneration Committee assists the Board of Directors with its responsibilities relating to the evaluation and remuneration of the CEO and other members of the Executive Team reporting directly to the CEO, oversees the Company's remuneration policies, schemes and plans as well as reviews appropriate succession planning procedures for the Executive Team.

The Remuneration Committee consists of at least three members appointed by the Board of Directors. The members of the Remuneration Committee must meet the applicable independence criteria applicable to such committee members of publicly listed companies in Finland, including that the majority of the members of the committee have to be independent of the Company. The Remuneration Committee members must have the expertise and experience required for the performance of the duties and responsibilities of the Remuneration Committee. Desirable qualifications for the members of the Remuneration Committee include experience in business management, corporate governance, human resources management and executive remuneration.

The Remuneration Committee establishes its own schedule and meets as frequently as necessary to carry out its responsibilities under its Charter, and in any case at least two times per year.

Fredrik Cappelen serves as the Chairman of the Remuneration Committee and Vesa Koskinen and Åse Aulie Michelet serve as members of the Remuneration Committee.

Shareholders' Nomination Board

On September 26, 2017, the EGM resolved to establish a Shareholders' Nomination Board consisting of shareholders of the Company, or persons appointed by such shareholders, for annually preparing proposals concerning the election and the remuneration of the members of the Board of Directors to the Annual General Meeting. The decision to establish the Shareholders' Nomination Board and to adopt its Charter were made subject to the completion of the Listing.

According to the Charter of the Shareholders' Nomination Board adopted conditionally, the Shareholders' Nomination Board comprises the Chairman of the Board of Directors of the Company and representatives of the four largest shareholders of the Company. However, in case the fifth largest shareholder has a holding that exceeds 10 percent of all the shares and votes in the Company, the five largest shareholders will be represented at the Shareholders' Nomination Board. The four largest shareholders (or, in case the fifth largest shareholder would have a holding that exceeds 10 percent of all the shares and votes in the Company, the five largest shareholders), as determined on the basis of the shareholder register of the Company maintained by Euroclear Finland on the first banking day of the September preceding the Annual General Meeting, shall each have a right to nominate a representative to the Shareholders' Nomination Board.. If two or more shareholders has the same number of shares and cannot all have the right to nominate one of the members of the Shareholders' Nomination Board, the right to nominate shall be determined by the drawing of lots among such shareholders. If a shareholder, who would have the obligation to notify the Company of certain changes in shareholding under the Securities Markets Act (flagging obligation), presents a written request directed to the Board of Directors by the end of August, the holdings of a corporation or a foundation controlled by the shareholder or the shareholder's holdings in several funds or registers will be combined when calculating the nomination right. A holder of nominee-registered shares will be taken into account when determining the composition of the Shareholders' Nomination Board if the holder of nominee-registered shares presents a request concerning the issue directed to the Board of Directors of the Company by the end of the August preceding the Annual General Meeting.

The Chairman of the Board of Directors convenes the first meeting of the Shareholders' Nomination Board and the Shareholders' Nomination Board elects a Chairman amongst its members.