Administrative bodies

Annual General Meeting

The General Meeting is VVO Group plc’s highest decision-making body. General Meetings are arranged so that shareholders can exercise their rights as owners effectively. The Annual General Meeting must, as per the Articles of Association, be arranged once a year on a date defined by the Board of Directors, at the latest six months after the financial year has ended.

The Annual General Meeting decides on the matters specified in Section 12 of the Articles of Association and any other business proposed for the agenda of the AGM. Sufficient information concerning the issues to be discussed at a General Meeting must be made available to shareholders before the meeting.

Shareholders must be invited to a General Meeting at least two weeks before the meeting or by the last day of registration for the meeting, by means of a registered letter of invitation. The invitation is sent to the address recorded in the share register for the shareholder in question. The earliest possible registration deadline is ten days before the meeting.

Nomination Committee

The Annual General Meeting appoints the Nomination Committee, consisting of four members elected at the Annual General Meeting and the Chairman of the Board of Directors. The Annual General Meeting is where members of the Board of Directors and/or the chairman of the Board are elected and/or the fees and/or number of Board members are determined. Therefore, the task of the Nomination Committee is to prepare a proposal for these decisions before the meeting, to be submitted to the next Annual General Meeting.

Until 19 March 2015, the Nomination Committee was chaired by Jarkko Eloranta and included Timo Ritakallio, Pasi Pesonen and Ville-Veikko Laukkanen as members. As of 19 March 2015, the Nomination Committee was chaired by Jarkko Eloranta and included Ville-Veikko Laukkanen, Pasi Pesonen and Esko Torsti as members.

The Nomination Committee met twice during the financial year, with an attendance rate of 100 per cent.

Board of Directors

The Board of Directors of VVO Group plc is elected by the Annual General Meeting, based on the Nomination Committee’s proposal. The Board of Directors consists of a minimum of five and a maximum of eight members who are elected for a one-year term.

A majority of the Board members must be independent of the company. At least two of the members belonging to the aforementioned majority must be independent of the company’s major shareholders.

The term of the Board of Directors is one year and ends at the close of the next Annual General Meeting following the election.

At the Annual General Meeting on 19 March 2015, Riku Aalto was elected Chairman of the Board of Directors, and Tomi Aimonen (Vice Chairman), Matti Harjuniemi, Olli Luukkainen, Jorma Malinen, Reima Rytsölä, Jan-Erik Saarinen and Ann Selin were elected members.

The Board of Directors convened eight times in 2015, with an average attendance rate of 90 per cent.

The Board oversees the management and operations of the company in accordance with the Limited Liability Companies Act. The Board of Directors guides and supervises the operational management. The Board’s tasks include the approval of financial statements, consolidated financial statements and interim reports; approval of the Group’s strategic plans, annual budget and investment and divestment plans; and making appropriate arrangements for the Group’s risk management and internal auditing. The Board also nominates the CEO, Deputy CEO and the members of the Management Group.

The Board of Directors has compiled a written working order for its operations, defining the main tasks and operating principles of the Board.

Board committees

The company has two committees appointed by the Board of Directors: the Audit Committee and the Remuneration Committee. The Committees have no decision-making authority in themselves; their purpose is to pre-prepare issues within their remit to the Board of Directors or the General Meeting for a decision. The Committees report regularly to the Board of Directors.

The Board of Directors appointed an Audit Committee and a Remuneration Committee for 2015 from among its members. These committees have four members each.

The main task of the Audit Committee is to monitor the company’s financial position and oversee its financial reporting. The committee also assesses the sufficiency and adequacy of internal control and risk management.

Until 19 March 2015, the Audit Committee was chaired by Riku Aalto and included Matti Harjuniemi and Reima Rytsölä as members. As of 19 March 2015, the Audit Committee was chaired by Tomi Aimonen and included Matti Harjuniemi, Jorma Malinen and Jan-Erik Saarinen as members.

The Audit Committee convened four times during the financial year, with an attendance rate of 100 per cent.

The main task of the Remuneration Committee is to prepare matters concerning the remuneration and benefits of the company CEO and Deputy CEO, and other matters concerning the company’s reward systems.

Until 19 March 2015, the Remuneration Committee was chaired by Riku Aalto and included Tomi Aimonen and Ann Selin as members. As of 19 March 2015, the Remuneration Committee was chaired by Riku Aalto and included Olli Luukkainen, Reima Rytsölä and Ann Selin as members.

The Remuneration Committee convened three times during the financial year, with an attendance rate of 100 per cent.

CEO

The Board of Directors appoints the CEO and Deputy CEO. The CEO is responsible for running the operating activities of VVO Group in accordance with the Limited Liability Companies Act and the administrative regulations and as instructed and ordered by the Board of Directors.

The CEO is responsible for the company’s business in general, and for ensuring that its operations are properly organised and its objectives achieved. The CEO reports to the Board of Directors on the company’s financial position and business environment, and on other significant matters relating to the company’s business operations. The CEO also chairs the Management Group.

Jani Nieminen, M.Sc. (Tech.), MBA was CEO during the review period. The CEO’s deputy was CFO Raimo Vehkaluoto, M.Sc. (Econ.) until 18 May 2015, at which date Erik Hjelt started his employment as the new CFO and Deputy CEO.

Management Group

The Management Group supports the CEO in the preparation of Group strategy issues, in the handling of significant and fundamental operational issues, and in facilitating internal communications.

The Management Group is responsible for implementing the Board of Directors’ decisions under the leadership of the CEO.

The VVO Group Management Group was composed of CEO Jani Nieminen (Chairman), CFO Raimo Vehkaluoto until 18 May 2015 and CFO Erik Hjelt as of 18 May 2015, Customer Director Juha Heino, Investment Director Mikko Suominen, Real Estate Development Director Kim Jolkkonen, Marketing and Communications Director Irene Kantor, and ICT & Development Director Mikko Pöyry. At the CEO’s discretion, Tiina Heinonen, the Group’s legal counsel, and Jouni Heikkinen, the company’s internal auditor, may also attend Management Group meetings.

 

 

© VVO Group plc 2015