The AGM of Evli Plc elects each year a Board of Directors, which, between General Meetings, exercises the ultimate decision-making power in Evli Group. The task of Evli’s Board is to manage the company in accordance with the laws and official regulations, and in compliance with the Articles of Association and the decisions of the General Meeting.
The Board has approved a written procedure defining its duties and meeting practices. The tasks of the Board are, among others:
In accordance with the principles of good governance, the Board also ensures that the company, in its operations, endorses the corporate values that have been set out for compliance. The Board conducts an annual review of its activities and working practices in the form of an internal self-assessment.
The principles concerning the diversity of the Board of Directors are stated in the Board’s diversity policy, which the Board approved on December 13, 2017. Diversity strengthens Evli’s goal of having a Board whose overall competence profile supports the development of Evli’s business. Diversity is seen as a key success factor that enables Evli to reach its strategic goals and continuously improve its client-centric operations.
The diversity of the Board is viewed from different perspectives. For Evli, the essential factors are the Board members’ versatile and complementary expertise, experience from various industries and management, and the personal qualities of the members. The age and gender distribution of the Board members are taken into account, which supports the diversity of the Board. The actualisation and development of diversity towards the goals is evaluated in the annual self-evaluation discussion of the Board.
At the AGM, four to eight (4–8) members are elected to Evli’s Board of Directors by representatives of major shareholders and external independent experts. 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 composition of the Board is as diverse as possible and supports Evli’s business goals and meets the following principles:
In addition, in accordance with the Corporate Governance Code 2020, persons elected to the Board must have the opportunity to spend sufficient time carrying out their duties. All Board candidates must submit their own assessment of their independence to the Board at least once every year. In addition, the company also evaluates the independence of all existing members on the basis of documents in its possession and, when needed, using public documents in accordance with the Corporate Governance Code issued by the Securities Market Association in 2020 or other applicable regulations.
The Board members are elected for a term of one year, which starts at the conclusion of the AGM and ends at the conclusion of the next AGM following the election. The Board elects a Chairman and a Deputy Chairman among themselves.
Evli’s Board of Directors consists of industry experts and the company’s major shareholders.
In the Annual General Meeting of Evli Plc held on March 14, 2023, Henrik Andersin, Fredrik Hacklin, Sari Helander, Robert Ingman and Antti Kuljukka were re-elected as members of the Board of Directors and Christina Dahlblom was elected as a new member for a term starting at the conclusion of the AGM and ending at the conclusion of the next AGM following the election.
Henrik Andersin acts as the Chairman of the Board of Directors of Evli Plc, Antti Kuljukka as the Vice Chairman and Christina Dahlblom, Fredrik Hacklin, Sari Helander and Robert Ingman shall be the other members of the Board of Directors.
All Board members are independent of the company. With the exception of Henrik Andersin and Robert Ingman, the other Board members are independent of the company’s significant shareholders. Based on the shareholdings of controlled companies, Henrik Andersin and Robert Ingman are not independent of the company’s significant shareholders.
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 three 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 Committee met five times in 2022. The Audit Committee members’ average attendance rate at meetings was 100 percent.
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:
In addition, the Compensation Committee prepares the remuneration policy and remuneration report of the company’s governing bodies.
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. The Committee met five times in 2022. The Compensation Committee members’ average attendance rate at meetings was 100 percent.
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: March 14, 2023