The Board of Directors

The Board of Directors is responsible for the Company´s governance and proper organization of the operations. The Board of Directors comprises three to seven (3–7) members and in addition it may have one to three (1–3) deputy members. The Annual General Meeting shall elect the members of the Board of Directors for a term which expires at the end of the following Annual General Meeting. The number of terms for the members of the Board of Directors is not limited. The Board of Directors selects a Chairman among its members.

The Board conducts an annual evaluation of the independence of its members in accordance with recommendation 10. A member of the Board is required to submit to the Company the information necessary to conduct the evaluation of independence. A Board member is also required to notify the Company of any changes in information relating to independence.

The Annual General Meeting held on April 19, 2016 decided that the Board of Directors shall comprise five (5) members. Ms. Kirsi Komi, Mr. Seppo Mäkinen, Mr. Juha Putkiranta, Mr. Staffan Simberg and Mr. Erkki Veikkolainen were elected members of the Board of Directors. The members of the Board of Directors were considered independent members of the Board as regards both the Company and its significant shareholders. In the assembly meeting held on April 19, 2016 the Board of Directors elected Erkki Veikkolainen as the Chairman of the Board. Further, the Board of Directors resolved to keep the Audit and Financial Committee, and elected Mr. Staffan Simberg (Chairman of the committee) and Ms. Kirsi Komi as members of the Audit and Financial Committee and authorized public accountant Seppo Laine was invited to the Audit and Financial Committee as external advisor of the Board of Directors. Later in 2016, the Audit and Financial Committee was renamed as Audit Committee.

 

Description of activities

The Board of Directors has defined a working order and evaluates its performance annually. The Board of Directors shall implement the decisions of the General Meeting. The Board of Directors supervises the operations and management. The Board of Directors makes decisions on the Company´s guiding principles for operation, strategy and budget. The Board of Directors decides on mergers and acquisitions and other strategic alliances as well as significant investments and significant matters regarding organization and finance. The Board of Directors supervises that the group companies´ accounting and financial management is duly organized. The Board of Directors appoints the CEO and possible Deputy for him or her as well as approves the Company´s organization structure.

The CEO, CFO and Chief Legal Officer (who acts as secretary of the Board of Directors) attend the meetings of the Board of Directors. Other management attends the meetings when necessary or upon invitation by the Board of Directors. The Chairman of the Board approves the agendas of the meetings of the Board of Directors. The agendas are prepared by the CEO and the Chief Legal Officer.

An annual clock, according to which the regular subjects to be handled are determined, is applied in the Board´s work. In addition to the regular subjects of the annual clock, the most important subjects of the Board during the year were seeking for both organic and inorganic growth, focusing R&D costs, and re-evaluation of business portfolio.

The Annual General Meeting decides on the compensation of the members of the Board of Directors and the compensations can be publicly reviewed here

In 2016, the Board convened 17 times. The Board members attended to the meetings as follows:

January 1-December 31, 2016
  Board Audit Committee
Staffan Simberg 16/17 5/6
Erkki Veikkolainen 17/17  
Kirsi Komi 16/17 6/6
Juha Putkiranta 16/17  
Seppo Mäkinen 17/17  
Seppo Laine (external advisor of the Board)   6/6
 

Diversity

Principles In the Company, diversity is seen as an essential part of corporate responsibility and as a factor in success, that enables achievement of strategic targets and continuous improvement of customer intimacy.

In planning the composition of the Board of Directors, the requirements of the Company´s business operations, the phase of development and the competence requirements of the Board committees are taken into account. In appointing members of the Board the target is to ensure that the Board as a whole supports the development of the Company´s current and future business operations. Diversity plays a part in supporting this goal.

Diversity is considered from different perspectives. From the Company´s point of view it is important to have Board members with diverse backgrounds in terms of competence, training, and experience of differing business operations, of varying stages of business development, and of leadership as well as diverse personal characteristics. Experience of international business environments and different cultures in addition to consideration of age and gender will support the diversity of the Board. The objective is that both genders are represented in the Board and the Company aims to good and balanced distribution of genders.

To fulfill the diversity principles, the principles are taken into account in the process to find and assess member candidates and representatives of both genders are looked for to the process. The status of diversity and progress of the goal mentioned above is monitored in the self-assessment discussions of the Board. A person elected as a Board member of the Company must have the competence required for the position and be able to devote a sufficient amount of time for the duties required. In forming the composition of the Board long-term needs and successor planning will be taken into account.

According to the Articles of Association, the Board of Directors comprises three to seven (3–7) members and in addition it may have one to three (1–3) deputy members. The composition of the Board and the number of members shall be such that they enable the Board to perform its duties efficiently. The members of the Board are appointed annually at the Company´s Annual General Meeting.

Chairman of the Board of Bittium Corporation

 

Erkki Veikkolainen

b. 1952, M.Sc. (EE), eMBA

Full-time occupation: Mevita Invest Oy, CEO

Positions of trust:

  • Bittium Corporation (prev. Elektrobit Corporation), Member of the Board 2008-2015, Chairman of the Board 2015-.
  • Elcoflex (Suzhou) Co. Ltd, Member of the Board 2007-.
  • Elcoflex Oy, Member of the Board 2015-, Chairman of the Board 2006-2015.
  • Maustaja Oy, Member of the Board 2006-.
  • Aplicom Oy, Member of the Board 2005-.
  • Mecanova Oy, Member of the Board 2005-.

Work history:

  • Bittium Technologies Ltd. (prev. Elektrobit Technologies Ltd.), Member of the Board 2011-2015.
  • Elektrobit Corporation, Executive Vice President, Contract R&D and Test Business Units 2002-2003.
  • Elektrobit Technologies Ltd., Managing Director 2001-2003.
  • Elektrobit Ltd., Vice President, Business Development 1998-2001.
  • Nokia Mobile Phones, various positions 1985-1998, latest Vice President.

Holdings:

Mr Erkki Veikkolainen's holdings

Independent as regards both the Company and its significant shareholders.

Member of the Board of Bittium Corporation

 

Kirsi Komi

b. 1963, LL.M. Master of Laws

Full-time occupation: Professional Board Member

Positions of trust:

  • Bittium Corporation, Member of the Board, Member of the Audit and Financial Committee 2015-.
  • Lindström Invest Oy, Member of the Board 2016-.
  • Directors' Institute of Finland, Member of the Board 2015-.
  • Martela Oyj, Member of the Board, Member of the Remuneration Committee 2013-.
  • Finnvera Oyj, Member of the Board, Chairman of the Audit Committee 2013-.
  • Citycon Oyj, Member of the Board, Member of the Audit & Governance Committee and the Nomination & Remuneration Committee 2011-.
  • Docrates Oy, Chairman of the Board & investor 2011-.
  • Finnish Red Cross, Blood Service, Chairman of the Board 2011-, Member of the Board 2010-2011.
  • Metsä Board Oyj, Member of the Board, Member of the Audit Committee 2010-.

Previous work history:

  • Veikkaus Oy, Chairman of the Board 2016.
  • Patria Oyj, Vice Chairman of the Board, Chairman of the Audit Committee 2011-2016.
  • Nokia Siemens Networks, General Counsel, Member of the Executive Board 2007-2010.
  • Nokia Corporation, Networks Business Group, Vice President (legal), Member of NET Leadership Team and other NET/nokia senior management forums 1997-2007.
  • Nokia Corporation, Networks Business Group, Senior Legal Counsel & Head of European Practise Group 1998.
  • Nokia Corporation, Networks Business Group, Vice President, Contracts 1995-1996.
  • Nokia Corporation, Networks Business Group, Legal Counsel 1992-1995, 1997.


Holdings:

Mrs. Kirsi Komi's holdings

Independent as regards both the Company and its significant shareholders.

Member of the Board of Bittium Corporation

 

Seppo Mäkinen

b. 1952, M.Sc. Physical Chemistry

Full-time occupation: Professional Board Member 

Positions of trust:

  • Bittium Corporation, Member of the Board 2015-.
  • Evondos Oy, Member of the Board 2016-.
  • CBRA Genomics S.A., Member of the Board 2016-.
  • Neurotar Oy, Member of the Board 2015-.
  • MedGroup Oy, Member of the Board 2013-.
  • Valirx Plc, Member of the Board 2013-.
  • Ginolis Oy, Member of the Board 2011-, Chairman of the Board 2011-2014.


Previous work history:

  • Taikon Advisor, Managing Partner 2010-2016.
  • Merieux Développement, Regional Partner, Nordics 2010-2016.
  • Ventac Partners, Partner 2012-2016.
  • Magnasense Technologies Oy, Member of the Board 2011-2015.
  • Arcdia International Oy, Member of the Board 2011-2014.
  • Balonco, Senior Advisor, owner 2012-2013.
  • Mediracer Ltd., Chairman of the Board 2010-2013.
  • RSP Systems, Member of the Board 2010-2011.
  • Bio Fund Management Oy, Founding/Managing Partner 1997-2010.
  • Sitra, Director in Life Science 1987-1997.
  • Millipore/ Waters, Sales & Marketing 1983-1987.
  • State Institute of Agricultural Chemistry, Chemist 1980-1983.
  • Served as a Chairman or Member of the Board in Egalet A/S, SpinX Inc., Chempaq, Profos AG, Ilochip A/S, Exiqon A/S, KSH-Productor Oy, Merlin Diagnostika GmbH, Primex ASA, Rumen Oy, Millimed Inc., BioPorto A/S, Wallac, Kone Instruments, Rados Technologies, MAP Medical Technologies, Pharming NV, Bio-Orbit, Labmaster Oy, Viable Bioproducts and Fluilogic Oy.


Holdings:

Mr. Seppo Mäkinen's holdings

Independent as regards both the Company and its significant shareholders.

Member of the Board of Bittium Corporation

 

Juha Putkiranta

b. 1957, M.Sc. Engineering

Full-time occupation: Saafricon Oy, CEO

Positions of trust:

  • Bittium Corporation, Member of the Board 2015-.
  • Variantum Oy, Chairman of the Board 2016-.
  • Aspocomp Oyj, Member of the Board 2016-.
  • Nordcloud Oy, Member of the Board 2015-.

Previous work history:

  • Saafricon Oy, CEO and owner 2015-.
  • Microsoft Corporation, Corporate Vice President, Company Integration, 2014.
  • Nokia Oyj, Executive Vice President, Operations 2013-2014.
  • Nokia Oyj, Senior Vice President, Head of Nokia Supply Chain 2008-2012.
  • Nokia Oyj, Senior Vice President, Head of Multimedia Product marketing and R&D 2006-2007.
  • Nokia Oyj, Senior Vice President, Head of Imaging Business Unit 2003-2005.
  • Nokia Oyj, Senior Vice President, Head of Cellular Telephones Unit 2000-2003.
  • Symbian Ltd, Member of the Board 1998-2001.
  • Nokia Oyj, Vice President, Corporate Planning and Business Development 1997-2000.
  • Hewlett-Packard Corporation, Director of Marketing Europe and Africa, electronic measurement solutions 1992-1997.
  • Siar Oy, consultant 1986-1987.
  • Nokia Oyj, various project, sales and marketing management positions, information solutions unit 1979-1986.


Holdings:

Mr. Juha Putkiranta's holdings

Independent as regards both the Company and its significant shareholders.

Member of the Board of Bittium Corporation

 

Staffan Simberg

b. 1949, MBA

Full-time occupation: Professional Board Member, Management Consultant

Positions of trust:

  • Bittium Corporation (prev. Elektrobit Corporation), Member of the Board 2008- and Chairman of the Audit and Financial Committee 2010-.
  • Oriola-KD Corporation, Member of the Board and Audit Committee 2015-.
  • Endomines AB (publ), Member of the Board and Audit Committee 2011-, Chairman of the Board 2012-.
  • Simberg & Partners Oy, Chairman of the Board 1994-.
  • NEZ-Invest AB, Chairman of the Board 1994-.

Previous work history:

  • Bittium Technologies Ltd. (prev. Elektrobit Technologies Ltd.), Member of the Board 2011-2015.
  • Nordic Vehicle Conversion AB, Member of the Board 2011-2015.
  • Silva Group AB, Member of the Board 2011-2015.
  • Valmet Automotive Group, Advisor of the Board of Directors 2014.
  • Metso Group, Industrial Advisor 2011.
  • Cargotec Oyj, Industrial Advisor 2009, 2012.
  • Metso Panelboard, Chairman 2008-2009.
  • Landis & Gyr AG, Member of the Advisory Board 2007-2013.
  • Enermet Group, Managing Director 2005-2007.
  • Siar-Bossard, Associated Partner 1992-1994.
  • Leading positions at Nokia 1978-1991.

Holdings:

Mr Staffan Simberg's holdings

Independent as regards both the Company and its significant shareholders.