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 of 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 11, 2018 decided that the Board of Directors shall comprise six (6) members. Mr. Seppo Mäkinen, Mr. Juha Putkiranta, Mr. Tero Ojanperä and Mr. Erkki Veikkolainen were re-elected as members of the Board of Directors for a term of office expiring at the end of the next Annual General Meeting. Further, Ms. Riitta Tiuraniemi and Mr. Petri Toljamo were elected as the new members of the Board of Directors for a corresponding term of office.

At its assembly meeting held on April 11, 2018, the Board of Directors has elected Mr. Erkki Veikkolainen Chairman of the Board. Further, the Board has resolved to keep the Audit Committee. Mr. Juha Putkiranta (Chairman of the committee) and Ms. Riitta Tiuraniemi were elected as members of the Audit Committee and authorized public accountant Seppo Laine was invited to the Audit Committee as external advisor of the Board of Directors.

 

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 organizational 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 and focusing R&D investments.

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 2017, the Board convened 13 times. The Board members attended to the meetings as follows:

January 1-December 31, 2017
  Board Audit Committee
Staffan Simberg 13/13 6/6
Erkki Veikkolainen 13/13  
Kirsi Komi 12/13 6/6
Juha Putkiranta 13/13  
Seppo Mäkinen 13/13  
Tero Ojanperä 9/10  
Seppo Laine (external advisor of the Board)   6/6
 

Diversity Principles of  the Board of Directors

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, so the Company aims to reach a situation where the facts supporting diversity are taken into account as significant criteria in planning the composition of the Board of Directors.

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 maintain a 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.

During the financial period of January 1, 2017–December 31, 2017, the Board of Directors has comprised five members until the Annual General Meeting held on April 12, 2017 and six members thereafter, and oneof the members has been female during the whole financial period. The self-assessment discussions of the Board have concluded that the members of the Board are so different in their special skills, backgrounds and age and gender that the Board as a whole has therefore been able to effectively support the business of the Company and its development.

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-.

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

 

Seppo Mäkinen

b. 1952, M.Sc. Physical Chemistry

Full-time occupation: Professional Board Member 

Positions of trust:

  • Bittium Corporation, Member of the Board 2015-.
  • Pathena S.A., partner 2017-.
  • Valirx Plc, Member of the Board 2013-2017, Advisor 2017-.
  • 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-.
  • 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- and Chairman of the Audit Committee 2018-.
  • 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

 

Tero Ojanperä

b. 1966, Ph.D

Full-time occupation: Silo AI Oy, Managing Partner and Co-Founder

Positions of trust:

  • Bittium Corporation, Member of the Board, 2017-.
  • Visionplus Oyj, Chairman of the Board, 2012-.
  • Tampere University of Technology, Chairman of the Board, 2012-.
  • DNA Oy, Member of the Board, 2014-.
  • Tailorframe Oy, Chairman of the Board, 2013-.

Previous work history:

  • Visionplus Oyj, Managing Director, 2012-2017.
  • Nokia Oyj, Chief Technology Office, Head of the Nokia Research Center, Nokia Networks, Director and other Leading positions and Member of the Group Executive Board, 1990-2011.


Holdings:

Mr. Tero Ojanperä's holdings

Independent as regards both the Company and its significant shareholders.

Member of the Board of Bittium Corporation

 

Riitta Tiuraniemi

b. 1962, M.Sc, Electrical Engineering,

Full-time occupation: HealthOperator Ltd., CEO and Founder

Positions of trust:

  • Bittium Corporation, Member of the Board, Member of the Audit Committee 2018-.
  • HealthOperator Ltd, Member of the Board, 2014-.
  • Finnish Industry Investment Ltd, Member of the Board, 2014-.

Previous work history:

  • DNA Ltd, CEO , 2009-2013.
  • DNA Finland Ltd, CEO , 2005-2008.
  • DNA Networks Ltd, CEO , 2004-2005.
  • DNA Networks Ltd, CTO, Chief technical officer, Member of management group, 1999-2005.
  • Omnitele Oy, Department Head, Mobile Communications Consultancy, Member of management group , 1990-1999.
  • Technology Development Centre, TEKES, Finland Senior Technical Adviser , Information Technology , 1996-1997.
  • Nokia Telecommunications, Mobira Thesis, System Designer, Chief System Designer , 1986-1990.

Holdings:

Ms. Riitta Tiuraniemi's holdings

Independent as regards both the Company and its significant shareholders.

Member of the Board of Bittium Corporation

 

Petri Toljamo

b. 1974, M.Sc., Radio Engineering, eMBA

Full-time occupation: Keysight Technologies Inc., NEMO Wireless Network Testing, Vice President and Keysight Finland Oy, Managing Director

Positions of trust:

  • Bittium Corporation, Member of the Board, 2018-.
  • Keysight Finland Oy, Chairman of the Board, 2017-.
  • Manea Capital Oy, Chairman of the Board, 2016-.

Previous work history:

  • Anite Finland Oy, Managing Director and Anite Network Testing Business Unit, Managing Director, 2013-2017.
  • Pulse Electronics, Mobile Division Director and Pulse Finland, Managing Director 2011-2013.
  • Elektrobit Wireless Communications, Vice President, Device and Network Solutions Business Area, 2010.
  • Elektrobit Wireless Communications, Vice President, Mobile Device Solutions Business Area , 2008-2009.
  • Elektrobit Wireless Communications, Cellular Terminal Solutions Business Area, Director, 2007-2008.
  • Elektrobit Wireless Communications, Platform R&D and Head of Terminal Programs, Director, 2005-2006.
  • Elektrobit GmbH, Business Development, Director, 2004-2005.
  • Elektrobit Oy, various product development, project management and business positions, 1996-2004.

Holdings:

Mr. Petri Toljamo's holdings

Independent as regards both the Company and its significant shareholders.