Corporate Governance

Board of Directors

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.

Duties of the Board of Directors

The Board has approved a written procedure defining its duties and meeting practices. The tasks of the Board are, among others:

  • taking responsibility for the company’s administration and appropriate organisation of operations
  • ensuring that the company’s accounting and asset management are monitored in an appropriate manner
  • handling all matters that are of extensive and fundamental importance for the operation of the company and the entire Group
  • deciding upon the Evli Group’s business strategy and approving the budget
  • confirming the principles for the arrangement of Evli Group’s risk management and internal audit
  • appointing the CEO and the members of the Executive Group and relieving them of their duties
  • deciding on the CEO’s salary and other benefits
  • approving the objectives for the Group’s human resources planning and monitoring their implementation
  • deciding the basis for the Group’s remuneration system and other comprehensive matters that concern the personnel.

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.

Diversity of the Board of Directors

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.

Composition of the Board of Directors

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:

  • The Board as a whole must have sufficient competence and experience to be able to carry out its duties diligently and efficiently, taking into consideration the type and scope of the company’s operations and its strategic goals and the changes within business and the rest of society.
  • The members of the Board should have supplementary education and skills and experience in areas that are important to the company.
  • The members of the Board should have experience of Board work and executive duties in business or other areas of society.
  • The Board should include both men and women as far as it is possible.
  • The Board should also be diverse in terms of age distribution and number of terms.

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.

Members of the Board of Directors

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, 2024, Christina Dahlblom, Fredrik Hacklin, Sari Helander, Robert Ingman, and Antti Kuljukka were re-elected as members of the Board of Directors and Tomi Närhinen was elected as a new member. The term of the Board started at the conclusion of the AGM and will end at the conclusion of the next AGM following the election.

Robert Ingman acts as the Chairman of the Board of Directors, Antti Kuljukka as the Vice Chairman, and Christina Dahlblom, Fredrik Hacklin, Sari Helander, and Tomi Närhinen as the other members of the Board of Directors.

All Board members are independent of the company. With the exception of Robert Ingman, the other Board members are independent of the company’s significant shareholders. Based on the shareholdings of controlled companies, Robert Ingman is not independent of the company’s significant shareholders.

Ingman Robert

Robert Ingman

  • Chairman of the Board of Directors 
  • Member of the Board of Directors of Evli Plc since April 2, 2022 (Member of the Board of Directors of Evli Bank Plc  2010-April 1, 2022)
  • Chairman of the Boards of Directors of Ingman Group Oy Ab, Ingman Finance Oy Ab, Ingman Development Oy Ab, Digia Oyj, Etteplan Oyj, Qt Group Plc, and Halti Oy
  • M.Sc. (Tech.), M.Sc. (Econ. and Business Administration), born 1961
  • Independent of the company
Dahlblom Christina

Christina Dahlblom

  • Member of the Board of Directors of Evli Plc since March 14, 2023
  • Main occupation: Entrepreneur, Flo Co Oy
  • Professor of Practice, Hanken School of Economics
  • Previously served as entrepreneur and in various management positions at Miltton Group, Hanken & SSE Executive Education Ab, and TNS Gallup Oy
  • Vice-Chairman of the Board of Nuorten yrittäjyys ja talous NYT ry, Member of the Board of Viking Line Oyj, and Member of the Supervisory Board of Hive Helsinki Sr
  • Ph.D. (Econ.), born 1978
  • Independent of the company and of significant shareholders
Hacklin Fredrik

Fredrik Hacklin

  • Member of the Board of Directors of Evli Plc since April 2, 2022 (Member of the Board of Directors of Evli Bank Plc 2019-April 1, 2022)
  • Main occupation: Professor, Director and Member of Executive Committee at ZHAW School of Management and Law, Zurich
  • Associate professor at ETH Zurich
  • Previous positions at Booz Allen Hamilton, Harvard University, and Ericsson
  • Advised multinationals and governments on entrepreneurship, strategy and technology management
  • Ph.D. (Management), M.Sc. (Engineering), born 1978
  • Independent of the company and of significant shareholders
Helander Sari

Sari Helander

  • Chairman of the Compensation Committee
  • Member of the Board of Directors of Evli Plc since April 2, 2022 (Member of the Board of Directors of Evli Bank Plc 2019-April 1, 2022)
  • Main occupation: CFO, Ramirent Group
  • Previously served as CEO and Partner at Greenstep Oy, and before this as Senior Vice President (Logistics Solution) and CFO at Posti Group Corporation and as Vice President, Business Reporting & Control at Nokia Corporation
  • Member of the Board of Directors of Enersense International Plc
  • M.Sc. (Econ.), born 1967
  • Independent of the company and of significant shareholders
Kuljukka Antti

Antti Kuljukka

  • Member of the Board of Directors of Evli Plc since April 2, 2022
  • Main occupation: Senior advisor, HTM Solutions Oy
  • Previously served as CEO of Fennia Group, CEO and Deputy CEO of Fennia Mutual Insurance Company, CEO of Fennia Life, and in various positions in the Sampo Group
  • Member of the Boards of Directors of Turvallisuuden tukisäätiö and Jääkärisäätiö; Vice-Chairman of the delegation of the Finnish Orienteering Federation
  • M.Sc. (Soc.Sc.), eMBA, Maj. evp., born 1961
  • Independent of the company and significant  shareholders
Närhinen Tomi

Tomi Närhinen

  • Member of the Board of Directors of Evli Plc since March 14, 2024
  • Main occupation: Managing Director of Pistohiekka Resort Ltd and Adverento Travel Ltd
  • Previously served as CEO of Savings Bank Coop, CFO of Rovio Entertainment Corporation, and CFO of Nordea Bank Finland Plc
  • Member of the Board of Directors of Adverento Travel Ltd and Pistohiekka Resort Ltd
  • M.Sc. (Econ.) and Executive MBA, born 1965
  • Independent of the company and of significant shareholders
Board committees
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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.

Audit and Risk Committee

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:

  • Overseeing the accuracy and correctness of the company’s financial reporting and monitoring the statutory auditing of the financial statements and consolidated financial statements.
  • Preparing the proposal on the appointment of auditors and the auditors’ fees, to be made to the AGM.
  • Ensuring that the company’s operations and internal audit have been arranged in accordance with all applicable laws, regulations, and good management and governance practices.
  • Monitoring the activity and efficiency of the internal audit function.
  • Assessing the independence of the statutory auditor or auditing firm, and especially the provision of ancillary services to the company.

The Audit and Risk 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.

In 2024, the members of Evli’s Audit and Risk Committee are Sari Helander (Chairman), Antti Kuljukka, and Tomi Närhinen.

The Committee met five times in 2023. The Audit and Risk Committee members’ average attendance rate at meetings was 100 percent.

Compensation Committee

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:

  • Preparation of matters related to the compensation and incentive systems for management and personnel.
  • Regular assessment of the functioning of and compliance with the compensation system.

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.

In 2024, the members of Evli’s Compensation Committee are Fredrik Hacklin (Chairman), Christina Dahlblom, and Robert Ingman.

The Committee met five times in 2023. The Compensation Committee members’ average attendance rate at meetings was 100 percent.

Board of Director's Diversity Policy
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Size of the Board of Directors

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.

Independence of the Board

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.

Election of Board members and composition of the Board

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:

  • The Board as a whole must have sufficient competence and experience to be able to carry out its duties diligently and efficiently, taking into consideration the type and scope of the company’s operations and its strategic goals and the changes of business and the rest of society
  • The members of the Board should have complementary training and skills and experience in areas that are important to the company
  • The members of the Board should have experience of Board work and executive duties in business or other areas of society
  • The Board should include both men and women as far as is possible
  • The Board should also be diverse in terms of ages and number of terms.

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.

Diversity goals and their monitoring

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, 2024