Board of Directors

The Board of Directors (Board) is responsible for the management and the proper arrangement of the operations of Huhtamaki. The duty of the Board is to promote the interests of the Company and of all the shareholders.

Election and composition of the Board

The Nomination Committee of the Board prepares a proposal for the election of the Board members to the Annual General Meeting of Shareholders (AGM) which elects the Board members for the term of office expiring at the close of the AGM following the election. The Articles of Association of the Company do not contain any provisions on a special order of appointment of the Board members but the AGM elects all Board members based on the proposal of the Nomination Committee of the Board. The Board shall elect from among its members the Chairman and the Vice-Chairman. If the CEO of the Company was elected to the Board, the CEO could however not be elected as the Chairman of the Board.

The number of Board members and the composition of the Board shall make it possible for the Board to discharge its duties in an efficient manner. The composition shall reflect the requirements set by the Group’s operations and the development stage of the Group. A person 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 attend to the duties efficiently. According to the Articles of Association of the Company the Board shall consist of a minimum of six and a maximum of nine members. There are no limitations as to the number of terms a person may be elected as Board member or as to the maximum age of a Board member.

The AGM 2017 elected the following eight individuals to the Board:

Mr. Pekka Ala-Pietilä
Mr. Jukka Suominen
Ms. Eija Ailasmaa
Mr. Doug Baillie
Mr. William R. Barker
Mr. Rolf Börjesson
Ms. Kerttu Tuomas
Ms. Sandra Turner.

Further information on Members of the Board of Directors

Diversity of the Board

The principles on diversity of the Board have been defined in the Charter of the Board of Directors. The Company strives to ensure strong, versatile and mutually complementary expertise, experience and knowledge in the different businesses and geographical market areas that are important for the Group when electing the Board members. The Board members of the Company shall represent various businesses comprehensively and have broad management experience in important market areas for the Group, including the emerging markets. Factors promoting the diversity of the Board include e.g. Board members’ educational, professional and international background, experience relevant for the position, members’ age structure, representation of both genders in the Board and other personal characteristics. Both genders shall be represented in the Board in a well-balanced manner. In addition, it is important that the Board composition ensures both comprehensive knowledge of the Company through experienced Board members as well as new insights. The Nomination Committee of the Board takes the principles on diversity into account as part of the Company’s succession planning when considering the composition of the Board and the fulfillment of the principles is evaluated annually.

The objectives concerning the diversity of the Board have been achieved well. According to the Nomination Committee the Board composition comprises qualifications defined in the principles on diversity in a balanced way. As regards diversity in terms of gender, both genders are represented in the Board in a well-balanced manner and both genders have been represented in the Board for a long time. Since 2009, two to three Board members have been female thus representing 25–43% of all Board members. Since the AGM in 2017 the Board has been composed of eight members representing four different nationalities. The age structure of the Board members has been 60–75 years and three Board members have been female and five male. The Board members have international experience in different roles in global companies operating in the different businesses and geographical market areas that are important for the Group. Board members hold or have held management positions and positions of trust in both listed and unlisted companies. All Board members have a university level degree, mainly in technology or economics. More information on the educational and professional background of the Board members is available on Group's website in section Board of Directors. In the view of the Nomination Committee the current composition of the Board ensures well both comprehensive knowledge of the Company and new insights. The Board strives to ensure that experienced Board members with longer history in the Company’s Board and with wide knowledge of the Company’s various stages transfer their Company specific knowledge and expertise to the new members thereby ensuring that the knowledge stays in the Board also in the future.

Independence of the Board members
All members of the Board are non-executive. The Board considers all members of the Board independent of the Company. It was noted in the consideration that despite Eija Ailasmaa and Jukka Suominen having served as directors for more than 10 consecutive years, the Board has determined no reasons justifying them to be considered dependent on the Company. The evaluation has been made based on the actual circumstances from both the perspective of the Company and the directors in question. The Board also considers all members except Jukka Suominen independent of the significant shareholders of the Company. According to his own notification and an overall evaluation by the Board, Jukka Suominen is dependent of the significant shareholder of the Company, The Finnish Cultural Foundation.
Shares owned by the Board members on Dec 31, 2017

 

The shareholdings include the Company’s shares owned by the Board members and by any potential corporations over which a Board member exercises control. Board members do not own any shares in any other Group companies than the Company. Information on the remuneration of the Board members is available in the Remuneration Statement issued and published in connection with the Directors’ Report and available in section Remuneration.

Up-to-date information of the shares owned by the Board members can be found here.

Responsibilities and duties of the Board

In addition to the powers vested in the Board by the Companies Act and the Articles of Association, the essential duties and working principles of the Board are defined in the Company’s Charter of the Board of Directors which was last updated in 2016.

The responsibilities and duties of the Board include, among other things, 

  • organizing the Company’s management and operations including e.g.
     

- appointing and dismissing the CEO and approving the proposals by the CEO for GET members’ appointments and dismissals
- deciding on the compensation of the CEO and other GET members and annually reviewing the performance of the CEO and other GET members
- defining the Group’s ethical values and methods of working including e.g. the approval of the Company’s Code of Conduct

  • directing the Company’s business and strategy including e.g. 
     

- establishing strategic and financial targets as well as dividend policy and approving the strategic plans and budget as well as monitoring their implementation
- approving acquisitions and divestments as well as capital expenditure proposals exceeding EUR 10 million or proposals which are otherwise of material importance to the Group
- discussing and approving of financial statements, Directors’ Report, interim reports, Corporate Governance Statement, Remuneration Report and Corporate Responsibility Report

  • financial communication and outlook 
  • internal control and risk management and
  • preparation of matters to be resolved by the AGM.

 

The Board also conducts an annual evaluation of its own performance and working methods. The evaluation may be conducted as an internal self-evaluation or by using an external evaluator. In 2017, the evaluation was done as an internal self-evaluation without an external evaluator.

In order to discharge its duties, the Board requires sufficient information on the structure, business operations and markets of the Group. Each Board member is provided with a monthly report on the financial situation and markets of the Group. In addition, if necessary, the Board is informed of all material events in the Group. New Board members are properly introduced to the operations of the Company.

Board Meetings

The meetings of the Board are held at the Company’s headquarters in Espoo or in other Group locations or in other places as decided by the Board. The Board may also hold its meetings by telephone or electronically and make decisions without convening a meeting. According to the Charter of the Board of Directors, it shall hold at least six regular meetings each year. In 2017, the Board held ten meetings, two of which were telephone meetings and two were held without convening. The average attendance of the members at the Board meetings was 99%.

The CEO, the Chief Financial Officer (CFO) and the Senior Vice Presidents for HR and Corporate Affairs & Legal, Group General Counsel are usually attending the Board meetings. When necessary, e.g. in connection with deliberation of strategy or budgets, the meetings are attended also by other GET members. The Auditor is participating annually in the meeting deliberating the financial statements. The Group General Counsel of the Company acts as the secretary of the Board.