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, 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.