Administration 2015

Board of Directors

Until 19 March 2015, the Board of Directors consisted of Chairman Riku Aalto and Vice Chairman Tomi Aimonen, with Matti Harjuniemi, Olli Luukkainen, Reima Rytsölä, Jan-Erik Saarinen and Ann Selin as members.

Riku Aalto was elected Chairman of the Board of Directors for the term beginning on 19 March 2015. Matti Harjuniemi, Olli Luukkainen, Jorma Malinen, Reima Rytsölä, Jan-Erik Saarinen and Ann Selin were elected as members. The Board chose Tomi Aimonen as Vice Chairman.

Board Committees

Board of Directors has two committees: the Remuneration Committee and the Audit Committee.

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.

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.

Nomination Committee

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.

CEO

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 em-ployment as the new CFO and Deputy CEO.

Management Group

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, Director of Customer Relations 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, also attended Management Group meetings.

Auditor

The auditor is KPMG Oy Ab, with APA Kai Salli as the principal auditor.

Annual General Meeting

The Annual General Meeting was held on 19 March 2015. The AGM adopted the financial statements and consolidated financial statements for 2014. A decision was made to pay a dividend of EUR 3.00 per series A share, totalling EUR 22,207,680.00, on 8 April 2015. The members of the Board of Directors and the CEO were discharged from liability for the financial year ending on 31 December 2014. Furthermore, the AGM decided to confirm the attendance allowance for Board meetings as EUR 600 per meeting and set the following annual fees for the term beginning on 19 March 2015: EUR 20,000 for the Chairman, EUR 11,000 for the Deputy Chairman and EUR 8,000 for each of the members.

The following members were elected by the Annual General Meeting to the Board of Directors for the term beginning on 19 March 2015: Riku Aalto (Chairman), Tomi Aimonen, Matti Harjuniemi, Olli Luukkainen, Jorma Malinen, Reima Rytsölä, Jan-Erik Saarinen and Ann Selin.

Authorised public accountants KPMG Oy Ab was elected auditor by the AGM, with APA Kai Salli as the principal auditor.

The AGM also discussed the proposal of the company’s Board of Directors, dated 27 February 2015, to authorise the Board to decide within one year of the AGM on one or several share issues and/or issuing a convertible bond as specified in chapter 10 section 1(2) of the Limited Liability Companies Act, with a maximum of 1,480,512 new Series A shares in the company to be issued in the share issue or subscribed to with the convertible bond, and with a maximum of 600,978 Series A shares currently held by the company itself to be transferred in a share issue.

Furthermore, the AGM discussed a proposal to the AGM concerning the Nomination Committee, made by shareholders jointly holding 51.25 percent of the company’s shares. One of the Commit-tee’s responsibilities is to prepare a proposal on the election of members of the Board and their fees to the AGM. The term of the Nomination Committee lasts until the end of the next Annual General meeting.

The AGM elected the following persons to the Nomination Committee: Jarkko Eloranta (Chairman, Trade Union for the Public and Welfare Sectors), Pasi Pesonen (President, Trade Union of Education in Finland OAJ), Ville-Veikko Laukkanen (Director, Varma Mutual Pension Insurance Compa-ny), Esko Torsti (Director, Ilmarinen Mutual Pension Insurance Company). In addition, the Chair-man of the Board, Riku Aalto, has the right to attend the meetings.

 

 

© VVO Group plc 2015