Elected by the Shareholders' Meeting, the Board of Directors is in charge of company administration and the appropriate organisation of company operations. Under the Articles of Association, the Board of Directors must consist of a minimum of five and a maximum of eight members. The Nomination Committee prepares a proposal for the Shareholders’ Meeting regarding the composition of the new Board of Directors to be appointed.
The majority of Board members must be independent of the company and a minimum of two of those members must also be independent of the company's major shareholders. The Managing Director or other company employees under the Managing Director's direction may not be elected members of the Board.
The term of all Board members expires at the end of the Annual General Meeting following their election. A Board member can be re-elected without limitations on the number of successive terms. The Board of Directors elects its Chairman and Vice Chairman from amongst its members.
The Board has prepared and approved a written agenda for its work. In addition to Board duties prescribed by the Companies Act and other rules and regulations, Digia’s Board of Directors is responsible for issues on its agenda, observing the following guidelines:
In addition, the Board’s agenda:
During the 2012 financial year, the Board convened 18 times. The meeting attendance rate averaged 96 per cent.
The Board evaluates its activities and working methods annually, employing an external consultant for this evaluation, if necessary.
In 2012, the Digia Plc Board of Directors comprised:
Pertti Kyttälä, b. 1950, M.Sc. (Econ.)
Digia Board member since 2005 and Chairman of the Board since 2010. Chairman of the Board's Audit Committee and member of the Nomination Committee.Managing Director of Peranit Ltd. His previous posts include CEO at Radiolinja Ltd (1999–2003), IT Director at Helsinki Telephone Company (1997–1999), Managing Director at Samlink Ltd (1994–1997) and Managing Director and Deputy Managing Director at Sp-palvelu Ltd (1991–1994). Chairman of the Board at ASAN Security Technologies Ltd and a Member of the Board at Ubisecure Solutions Ltd.
Robert Ingman, b. 1961, M.Sc. (Eng.), M.Sc. (Econ.)
Digia Board Member since 2010 and Vice Chairman of the Board since 2012. Chairman of the Board's Nomination Committee and member of the Compensation Committee. Full-time Chairman of the Board of Ingman Group Oy Ab. His previous posts include Managing Director at Arla Ingman Oy Ab (2007–2011) and Ingman Group Oy Ab and Ingman Foods Ab (1997–2006). Chairman of the Board of Halti Ltd. Member of the Board at Arla Ingman Ltd., Etteplan Plc, Evli Pankki Plc and M-Brain Ltd.
Päivi Hokkanen, b. 1959, M.Sc. (Econ.)
Digia Board Member since 2012. Member of the Board's Compensation Committee. CIO and Executive Group member at A-Katsastus Group Oy since 1.9.2012. Her previous posts include CIO at Sanoma Plc (2009–2012) and at Stockmann Plc (2002–2009), Director at SysOpen Plc (1998–2002) and various positions at Cap Gemini Plc (1995–1998) and Kansallisrahoitus Ltd. (1984–1995). Member of the Board at the Finnish Information Processing Association (2010–2011).
Kari Karvinen, b. 1959, MA
Digia Board Member since 1990. Member of the Board's Audit Committee and Nomination Committee. Currently works as a board professional and independent investor. CEO and Chairman at Tuulenhenki Ltd. His previous posts include Co-founder of SysOpen Plc (the predecessor of Digia Plc), full-time Chairman of the Board (2002–2004), Chairman of the Board (2004–2005), Vice Chairman of the Board (1999–2002, 2005–2007), Deputy Managing Director (1990–1999) and Director of Business Planning (1999–2000). Vice Chairman of the Board at NOMO Jeans Corporation Ltd. Member of the Directors’ Institute of Finland and FiBAN (Finnish Business Angels Network).
Seppo Ruotsalainen, b. 1954, M.Sc (Eng), Lic. Tech.
Digia Board Member since 2012. Member of the Board's Audit Committee. Currently works as a board professional holding board chairman, board member, investor and strategic advisor roles in various technology and software companies. His previous assignments include President and CEO at Tekla Corporation (1998–2003), SVP at F-Secure Corporation (2008–2009), EVP at Oy LM Ericsson Ab (1994–1998) and Sales Director at Hewlett Packard (1982–1993) as well as Chairman of the Finnish Information Association (2004–2006). Member of the Directors’ Institute of Finland and FiBAN (Finnish Business Angels Network).
Leena Saarinen, b. 1960, M.Sc. (Food technology)
Digia Board Member since 2012. Member of the Board's Audit Committee. Currently works as a board professional holding Board chairman or Board member roles in various companies including Arla Ingman Oy and as a chairman of the Supervisory Committee of I.G. Alita Ab. Her previous posts include Managing Director at Suomen Lähikauppa Ltd. (2007–2010), President and CEO at Altia Corporation (2005–2007) and various positions at Unilever (1990–2005). Member of the Advisory Board of Luottokunta (2008–2011) and Member of the Board at Outokumpu Plc (2003–2011) and Atria Plc (2006–2007).
Tommi Uhari, b. 1971, M.Sc. (Eng.)
Digia Board Member since 2010. Chairman of the Board's Compensation Committee. Currently holds board member and strategic advisor roles in selected startups and public companies. His previous posts include management team member of ST Microelectronics (2006–2010), various managerial positions at ST's joint ventures ST-NXP Wireless and ST-Ericsson (2008–2010), head of ST's Wireless Business Unit (2006–2008) and Director of Nokia Wireless and SW platforms units at Nokia (1999–2006).
Martti Mehtälä, b. 1957, M.Sc. (Tech.)
Digia Board member since 2007 and Vice Chairman of the Board since 2010 until the Annual General Meeting of 2012.
Pekka Sivonen, b. 1961, Secondary school graduate in Political Science
Member of the Board since 2005 until the Annual General Meeting of 2012.
Marjatta Virtanen, b. 1950, M.Sc. (Econ.)
Member of the Board since 2010 until the Annual General Meeting of 2012.
Of the aforementioned current members of the Board, Päivi Hokkanen, Pertti Kyttälä, Kari Karvinen, Seppo Ruotsalainen, Leena Saarinen and Tommi Uhari are independent of the company and its major shareholders. Robert Ingman is independent of the company.
The Digia Board of Directors had three committees in 2012: the Compensation Committee, the Audit Committee, and the Nomination Committee. The working principles of the committees for year 2012 were confirmed by the Board in its meeting on 29 March 2012.
These committees do not hold powers of decision or execution. They assist the Board in decision-making concerning their own areas of expertise. The committees report regularly on their work to the Board, which governs and assumes collegiate responsibility for the committees’ work.
Purpose of Digia’s Compensation Committee is to prepare and follow up compensation and remuneration schemes in order to ensure that the company’s targets are met, to guarantee the objectivity of decision-making, and to see to it that the schemes are transparent and systematic. In 2012, the members of the Compensation Committee were Tommi Uhari (Chairman), Robert Ingman and Päivi Hokkanen. Until the Annual General Meeting of 2012 the members of the Compensation Committee were Martti Mehtälä (Chairman), Pekka Sivonen and Tommi Uhari. In 2012, the committee convened four times with full attendance by all members.
Purpose of the Audit Committee is to assist the Board of Directors in ensuring that the company’s financial reporting, accounting methods, financial statements and other reported financial information are legitimate, balanced, transparent and clear, as further specified in the agenda. In 2012 the Audit Committee was composed of Pertti Kyttälä (Chairman), Kari Karvinen, Seppo Ruotsalainen and Leena Saarinen. Until the Annual General Meeting of 2012 the members of the Audit Committee were Pertti Kyttälä (Chairman), Kari Karvinen and Marjatta Virtanen. The committee convened five times in 2012, with full attendance by all members.
Nomination Committee’s duty is to prepare a proposal for the Annual General Meeting concerning the number of members of the Board of Directors, the members of the Board of Directors, the remuneration of the Chairman, Vice Chairman and members of the Board and the remuneration of the chairmen and members of the committees of the Board of Directors. In 2012, the members of the Nomination Committee were Robert Ingman (Chairman), Kari Karvinen and Pertti Kyttälä. The committee convened four times in 2012, with full attendance by all members.