The Annual General Meeting (AGM) elects four to eight members to Evli’s Board of Directors, representing major shareholders and external, independent experts with diverse experience of business and the industry in which Evli operates. The members are elected for an annual term.
Significant shareholders prepare a proposition for the composition of the Board of Directors. As far as possible the aim is to have an as divers representation on the Board as possible, at least so that both sexes are represented. The majority of the members of the Board should be independent of the company and at least two of the independent members are to be independent of the major shareholders. The Board elects a Chairman and Vice Chairman from among its members.
The responsibilities of the Board of Directors:
The company’s administration and appropriate organization of operations
Ensure that the company’s accounting and asset management is monitored in an appropriate manner.
Handle all matters that are of extensive and fundamental importance for the operation of the company and the entire Group.
Deciding Evli Group’s business strategy and approving the budget.
Confirm the policies for arranging Evli Group’s risk management and internal control.
Appoint the CEO and the members of the Executive Group, relieves them of their duties.
Decides upon the CEO’s salary and other benefits.
Approves the objectives for the Group’s human resources planning and monitor their implementation.
Decides the criteria for the Group’s remuneration system and other far-reaching matters that concern the personnel.
In accordance with the principles of good governance, the Board also ensures that the company reinforces the values that base all its operations.
The Board has approved a written procedure defining the Board’s duties and meeting practices. The Board annually conducts an internal self-assessment of its activities and working practices.
The Board of Directors consists of both industry experts and the company’s major shareholders.
Evli Bank was demerged through a partial demerger into a new asset management group Evli Plc that is listed and a company that carries on Evli Bank’s banking services and into which Fellow Finance was merged on April, 2, 2022.
In accordance with the resolution of the Extraordinary General Meeting of Evli Bank held on December 22, 2021, Henrik Andersin, Fredrik Hacklin, Sari Helander, Robert Ingman and Teuvo Salminen were elected as members of the Board of Directors of Evli Plc for a term starting on the registration date of the completion of the demerger and ending at the end of the first Annual General Meeting following the registration date. In accordance with the resolution of the Annual General Meeting of Evli Bank held on March 9, 2022, the Board of Directors was decided to be supplemented with one additional member so that the number of members of the Board of Directors is six (6). Antti Kuljukka was elected as the new member of the Board of Directors.
Henrik Andersin acts as the Chairman of the Board of Directors of Evli Plc, Teuvo Salminen as the Vice Chairman and Fredrik Hacklin, Sari Helander, Robert Ingman and Antti Kuljukka shall be the other members of the Board of Directors.
The members independent of the company and its shareholders are Fredrik Hacklin, Sari Helander, Antti Kuljukka and Teuvo Salminen.
The Board has established and appointed an Audit and Risk Committee and a Compensation Committee to prepare matters to be handled by the Board. The committees have no independent decision-making power, but all decisions are made by the Board. The committees regularly report to the Board on their activities.
The Audit and Risk Committee assists the company’s Board in ensuring that the company has an adequate internal control system covering all operations. In addition the committees tasks are:
The Audit Committee consists of at least two members, who may not belong to the company’s management and who are elected by the Board from among its independent members. In addition to the regular members the meetings are attended by the auditors, the CEO, the CFO and the internal auditor.
The members of Evli’s Audit and Risk Committee are Teuvo Salminen (Chairman), Robert Ingman and Antti Kuljukka.
The Compensation Committee assists the company’s Board in preparing matters related to the employment terms and compensation. In addition the committee’s tasks are:
The Compensation Committee consists of at least three members, elected by the Board from among its members, and the committee shall be chaired by an independent Board member.
The members of Evli’s Compensation Committee are Sari Helander (Chairman), Henrik Andersin and Fredrik Hacklin.
According to Evli’s Articles of Association, its Board of Directors must have at least four and no more than eight members. The Board members are elected by the Annual General Meeting (AGM) and their term ends at the conclusion of the first AGM of the following year.
The number of Board members may vary due to many different reasons. There are deemed to be a sufficient number of members when the Board members represent an appropriate combination of continuity, experience, competence, vision and diversity of backgrounds and the Board can reliably meet the needs of Evli and its business operations and fill committee seats. However, the Board should not have so many members that the number presents an obstacle to active debate and dynamic decision-making. The actual size of the Board may from time to time be affected by the availability of competent candidates and the resignation of existing members.
All Board candidates must submit their own assessment of their independence to the Board once every year. In addition, the company also evaluates the independence of all existing members based on documents in its possession and, when needed, using public documents in accordance with the Corporate Governance Code issued by the Securities Market Association in 2015 or other applicable regulations.
The major shareholders of the company prepare a proposal on the composition of the Board for the AGM. The Board members should be elected so that the Board will be as diverse as possible and support Evli’s business goals and meet the following principles:
In addition, in accordance to the Corporate Governance Code persons elected to the Board must be able to use sufficient time to carry out their duties.
Evli’s goal is to ensure that its Board is as diverse as possible. Its members should have experience from different sectors and diverse educational backgrounds. They should also have executive level experience either from Board or executive group membership. The goal is also that both genders are represented on the Board.
The Board annually evaluates its own activities, working methods and diversity and its progress towards its goals. Achievement of goals is reported annually to in the Corporate governance statement.
Updated: April 2, 2022