Board of Directors
The Board of Directors is responsible for the administration of the company and for the proper arrangement of its business activities. The Board of Directors is responsible for ensuring that the supervision of the company’s accounting and financial management has been arranged appropriately.
As part of its duties, the Board of Directors takes major decisions concerning business principles, strategy, investments, organisation and financing. In addition, the Board decides on the selling or purchasing of business operations, on company acquisitions and on major property transactions.
In addition the Board of Directors:
- approves the annual business plan and budget;
- signs the annual and interim financial statements;
- approves the annual report and interim reports;
- approves the company’s organisational structure and incentive schemes;
- appoints and dismisses the President and CEO;
- appoints the members of the Group’s Board of Management;
- approves the terms of employment for the President and CEO, members of the Group’s Board of Management, and other main key personnel in the Group;
- appoints the members of committees set up by the Board and confirms the working procedures for the committees;
- directs and oversees senior management;
- monitors operations to ensure that they comply with legislation, rules and regulations;
- approves long-term goals;
- approves the Group’s values and the principles and policies concerning the control and risk management system;
- prepares matters with the President and CEO that are to be considered in the Supervisory Board and
- convenes the general meeting of shareholders.
The Board of Directors has approved rules of procedure for itself that contain the main duties of the Board and the principles for assessing the work of the Board. The Board confirms changes and updates to the rules of procedure.
The Annual General Meeting of VR-Group Ltd elects the chairman and other members of the Board of Directors annually. The Board elects a vice chairman from among its members. The Board of Directors comprises the chairman and at least four (4) and at most eight (8) ordinary members. A person aged 68 years or more may not be elected chairman or member of the Board of Directors. If the chairman or a member of the Board reaches the age of 68 during their term of office, their term of office will end at the end of the first annual general meeting following their 68th birthday.
The Board of Directors evaluates its work each year mainly by self-assessment and where necessary utilising an external assessor, to ensure the effectiveness of its work and work procedures and to further develop these.
VR-Group Ltd Board of Directors 2013
Board chairman:
Hannu Syrjänen (b. 1951), LL.M., M.Sc. (Econ.). Previously employed as President and CEO of Sanoma Corporation. Board chairman at: Orion Corporation and the Management Institute of Finland MIF Oy. Board member at: Realia Group Oy, the Finnish Fair Cooperative and the John Nurminen Foundation. Chairman of VR-Group Ltd’s Board since 19 April 2011.
Vice chairman of the Board of Directors:
Christer Granskog (b. 1947), M.Sc. (Eng.), Managing Director, Oy Piceum Ab. Previously employed as President, Kalmar Industries Group; Senior Vice President, Partek Oy; and CEO of Partek Cargotek AB, Sisu Group and Valmet Automation Oy. Board chairman at: Patria Oyj and Lännen MCE Oy. Board member at: Cavotec SA and Sarlin Group Oy Ab. Member of VR-Group Ltd’s Board since 4 April 2008.
Ordinary members:
Riku Aalto (b. 1965), Chairman of the Finnish Metalworkers' Union. Previously employed as financial manager, Finnish Metalworkers’ Union. Board chairman at: VVO Group plc and the Council of Finnish Industrial Unions. Board member at: Central Organisation of Finnish Trade Unions (SAK) and Varma Mutual Pension Insurance Company. Supervisory Board member at: Unemployment Insurance Fund. Member of VR-Group Ltd’s Board since 19 April 2011.
Maaret Heiskari (b. 1966), B.Sc. Linguistics, JOKO 57 Executive education, Executive Vice President, Russia, Lemminkäinen Oyj. Previously employed as Russian regional director at Kone Corporation; Executive Programme Director, Sitra – the Finnish Innovation Fund; Head of Moscow Office of Finnish-Russian Chamber of Commerce; and Managing Director of ZAO Unertek. Member of VR-Group Ltd’s Board since 30 March 2006.
Antti Mäkelä (b. 1952), M.Sc. (Econ.). Previously employed as President and CEO of Sanomapaino Oy, Sanoma Lehtimedia Oy and Kymen Sanomalehti Oy. Board chairman at: St Michel Print Oy, Länsi-Savo Oy, Etelä-Savon Viestintä Oy and Finex Oy. Member of VR-Group Ltd’s Board since 4 April 2008.
Tuija Soanjärvi (b. 1955), M.Sc. (Econ.). Previously employed as CFO at Itella Corporation, Elisa Corporation and TietoEnator Corporation. Board member at: Affecto Plc, Basware plc, Tecnotree Corporation, DNA Ltd, Metsähallitus, Silta Group Oy and Silta Oy. Also holds the position of vice chairman of the governing body of the Finnish Orienteering Federation. Member of VR-Group Ltd’s Board since 28 March 2012.
Liisa Rohweder (b. 1960), D.Sc. (Econ.), Secretary General of WWF Finland. Previously employed as Senior Teacher at HAAGA-HELIA University of Applied Sciences, energy economy researcher and head of petrochemicals logistics department at Neste. Board member at: Lappeenranta University of Technology. Also serves as Board chairman on WWF's Living Himalayas conservation programme and chairman of WWF's Communications and Marketing Committee. Member of VR-Group Ltd’s Board since 20 March 2013.
Jarmo Kilpelä (b. 1957), M.Sc. (Econ.), Senior Financial Counsellor, Ownership Steering Department at the Prime Minister's Office. Has previously worked as financial counsellor in the Ministry of Finance, as the official responsible for administrative and financial matters in the Government Guarantee Fund, as a researcher in the Bank of Finland and as head of department, deputy head of departement and corporate researcher at Säästöpankkien Keskus-Osake-Pankki. Board chairman at: Governia Ltd. Board member at: Altia Plc. Member of VR-Group Ltd’s Board since 20 March 2013.
In addition, Soili Suonoja and Markku Tapio served as ordinary Board members until 20 March 2013.
The Board members are independent of the company and of the shareholder, apart from Jarmo Kilpelä who represents the Ownership Steering Department at the Prime Minister’s Office.
As a rule the Board of Directors meets once a month. During 2013, the Board met 11 times and the average attendance rate of the Board members was 93%.
Fees and other benefits paid to Board members
Members of the Board of Directors were paid the following fees in 2013, as decided by the Annual General Meeting on 20 March 2013:
Chairman of the Board of Directors EUR 54,750/year
Vice chairman of the Board of Directors EUR 25,800/year
Member of the Board of Directors EUR 22,800/year
Each Board member is also paid an attendance fee of EUR 600 per meeting for Board and Board committee meetings. In 2013 the Board of Directors was paid fees totalling EUR 287,090.
Each Board member also received a free VR rail pass.
Committees of the Board of Directors
The Board of Directors has formed two committees from among its members: the audit committee and the human resources committee. The term of office of these committees is one year. The term of office starts at the appointment of the committee after VR-Group Ltd’s Annual General Meeting and lasts until the following Annual General Meeting.
The committees convene 4–7 times a year. The rules of procedure for the committees have been confirmed by the Board and the committees report to the Board of Directors.
Audit committee
The committee focuses on preparing matters concerning financial reporting and supervision for the Board to consider. The committee also looks after contacts with the auditors and the internal audit.
The duties of the audit committee include:
- reviewing the annual budget;
- monitoring the financial statement reporting process;
- monitoring the effectiveness of the company’s internal control, internal audit and risk management systems;
- reviewing the description, that is included in the statement on corporate governance issued by the company, of the main features of the internal control and risk management systems relating to the financial reporting process;
- monitoring the statutory audit of the parent company and consolidated financial statements;
- assessing the independence of the auditor or audit firm prescribed by law and in particular the offering of non-audit services to the company being audited;
- monitoring the financial situation of the company and the Group (interim financial statements);
- supervising financial reporting such as interim and annual reports, financial statement releases and other similar press releases concerning communications;
- reviewing auditors’ reports and the audit plan, and contact with the auditor;
- reviewing internal audit reports and audit plans and contact with the internal audit;
- monitoring information security risks concerning the company's information systems and other important information security issues; and
- preparing the resolution on the election of the auditor.
On 26 March 2013 the Board of Directors elected the following persons as members of the audit committee: Antti Mäkelä (chair), Riku Aalto, Liisa Rohweder and Tuija Soanjärvi. During 2013 the audit committee met five times and the average attendance rate of the committee members was 100%.
Human resources committee
The human resources committee focuses on preparing matters relating to developing incentive schemes for the President and CEO, other management and personnel, and on preparing key appointments, for the Board of Directors to consider.
The duties of the committee include:
- preparing matters relating to the salary and other benefits of the company’s President and CEO;
- preparing matters relating to the remuneration of persons belonging to the Group’s Board of Management and other senior management;
- preparing matters relating to the appointment of the President and CEO, members of the Group’s Board of Management and where necessary of other key personnel;
- preparing matters concerning the company’s incentive schemes; and
- carrying out other duties specifically allocated to it by the Board of Directors and to the extent decided by the committee considering other issues affecting personnel such as personnel development, development of the work of supervisors, successor plans and developing safety at work.
On 26 March 2013 the Board of Directors elected the following as members of the human resources committee: Hannu Syrjänen (chair), Christer Granskog, Maaret Heiskari and Jarmo Kilpelä.
During 2013 the human resources committee met five times and the average attendance rate of the committee members was 85%.
