Board of Directors
The administration of Incap Corporation and the due arrangement of its operations are attended to by the Board of Directors. The Annual General Meeting determines the number of members on the Board of Directors and elects the Directors. Under the Articles of Association, the Board of Directors shall have from four to seven ordinary members. The term of office for members of the Board of Directors is one year and it commences from the date of the Annual General Meeting at which they are elected and ends at the close of the next Annual General Meeting. Directors can be re-elected.
The Annual General Meeting elects the members of the Board. When the number of Directors and the composition of the Board are decided, the needs of the company’s operations and the present development stage of the company shall be taken into consideration with the target to ensure an efficient management of the Board’s tasks. Persons to be elected to the Board shall have the qualifications required by the duties and the possibility to devote a sufficient amount of time to the work. Both genders are represented on the Board.
When electing Board members, it is taken into consideration that the majority of the Directors must be independent of the company. In addition, at least two of the Directors representing this majority must be independent of significant shareholders in the company. The Board is evaluating the independence of the members and informs who are independent of the company and who are independent of significant shareholders. For the evaluation of a member’s qualifications and independence, a member shall give to the Board adequate information and inform also on the eventual changes in the information.
New members of the Board of Directors are introduced to the company’s affairs. The President and CEO is responsible for ensuring that Directors are provided at all times with sufficient information on the company’s operations.
Incap Corporation’s Board of Directors steers and supervises the company’s operational management. The most important tasks of the Board of Directors are to:
- decide on the Group’s strategic objectives
- decide on the Group structure and organisation
- review and approve interim reports, the consolidated financial statements and the Report of the Board of Directors
- approve the Group’s operating plan, budget and investment plan
- decide on mergers and acquisitions, divestments and other corporate restructuring
- decide on individual investments of strategic and financial importance and contingent liabilities according to the approval guidelines of the company
- approve the Group’s financing agreements and contractual risks that are above average
- approve the Group’s risk management and reporting procedures
- approve the Group’s financing policy
- approve the framework of the Management Team’s terms of employment and pay
- decide on the Group’s performance bonus system
- appoint the President and CEO and decide on his or her compensation
- ensure that the company’s management system is functional.
The Board of Directors ensures that the company has specified guidelines for internal control and that the company is monitoring the proper functioning of the control. Further, the Board of Directors ensures that the company has specified the values and ethical principles that the company shall comply with in its operations.
The Board of Directors has drawn up written rules of procedure for its work, describing the major tasks, operating principles and decision-making procedures of the Board of Directors. The Board of Directors meets as required and it has a quorum when more than half of the members are present. The decisions are made by the statutory majority and in case the votes are even, the Chairman of the Board has the decisive vote. The Board will elect the Chairman among its members.
The Board of Directors draws up an action plan and annual calendar for the period between General Meetings. The plan includes among others the meeting schedule and the regular topics of the agenda. The number of the meetings during financial year as well as the average attendance of Directors at the meetings is recorded in the Report of the Board of Directors.
The Board conducts an annual evaluation of its performance and working methods using an internal self-assessment method that is described in the Board’s rules of procedure. In addition to this the Board analyses in the beginning of their operational period, how the action plan for the previous year has succeeded and what kind of expectations the company’s interest groups have in relation to operations of the Board.
The biographical details and holdings of the Directors and information on the remuneration paid to Directors and their other financial benefits for the financial year are published in the Annual Report and on the company’s website.
The Incap Group does not have a Supervisory Board and the Board of Directors has not appointed committees.
The Board of Directors shall take care of the duties of an audit committee in accordance with the written rules of procedure for its work. In this role, the Board of Directors among others
- monitors the efficiency of internal controlling, internal auditing and risk management
- monitors and controls the reporting process of financial statements and other financial information
- monitors the statutory audit of the financial statements
- evaluates the independence of the Auditor
- prepares the proposal for the election of the Auditor to the Annual General Meeting.
The Annual General Meeting in 2012 resolved to elect five members to the Board of Directors. Raimo Helasmäki, Kalevi Laurila, Susanna Miekk-oja and Lassi Noponen were re-elected to seats on the Board of Directors and Matti Jaakola was elected as a new member of the Board. At its organisation meeting, the Board of Directors elected from amongst its number Kalevi Laurila as Chairman and Lassi Noponen as Vice Chairman of the Board.
Kalevi Laurila
B.Sc. (Eng.), Executive MBA, born 1947
Non-executive director
Susanna Miekk-oja
M.Sc., born 1950
A non-executive director, who is independent of the company and its major shareholders
Raimo Helasmäki
M.Sc. (Eng.), born 1963
A non-executive director, who is independent of the company and its major shareholders
Lassi Noponen
LL.M., MBA, born 1963
A non-executive director, who is independent of the company and its major shareholders
Matti Jaakola
M. Sc. (Econ.), born 1955
A non-executive director, who is independent of the company and its major shareholders
As the Secretary of the Board acts Senior Lawyer Anu Kaskinen.
The 2012 Annual General Meeting confirmed that the annual remuneration paid to the Chairman of the Board of Directors shall be EUR 48,000, the annual remuneration paid to the Vice-Chairman of the Board of Directors shall be 36,000 and the annual remuneration paid to Directors shall be EUR 24,000. A fee of EUR 200 is paid for each meeting. No fees will be paid for telephone conferences. No consultation fee was paid to the Board members. None of the Directors is part of the share-based compensation system.