Board of Directors
On this page you will find information about the Board of Directors as well as the Board committees. The Board of Directors, consisting of six members, is responsible for CapMan’s administration and the proper organisation of its operations.
Composition and diversity of the Board of Directors
All members of the Board are elected annually by the Annual General Meeting. There is no specific order for the appointment of Board members in the Articles of Association. According to the Articles of Association, the Board comprises at least three and at most nine members, who do not have deputies. Members are elected for a term of office, which starts at the close of the Annual General Meeting at which they were elected and ends at the close of the Annual General Meeting following their election. The Board elects a Chair and a Vice Chair from among its members.
The Shareholders’ Nomination Board makes the proposals on the composition of the Board and the remuneration for the Board and Committee Members to the Annual General Meeting. The Shareholders’ Nomination Board’s proposals are typically published as a separate stock exchange release and are also included in the notice to convene the Annual General Meeting.
The company values that its Board members’ have diverse backgrounds taking into account the competencies that are relevant for CapMan’s business, such as know-how of the financial sector. The aim is that the Board consists of representatives of both genders and different age groups, that the Board members have versatile educational and professional backgrounds and that the Board of Directors as a whole has sufficient experience on an international operating environment.
Independence of the Board members
The majority of the Board members must be independent of the company. At least two of such Board members must also be independent of the company’s significant shareholders.
The Board has in its organisational meeting on 25 March 2025 assessed its members’ independence of the company and of its significant shareholders. The Board concluded that all members, other than Joakim Frimodig, are independent of the Company and its significant shareholders. Joakim Frimodig is non-independent of the Company since he has had an employment relationship with the Company in the last three years, and non-independent of a significant shareholder since he is a board member in Silvertärnan Ab which holds more than 10 % of CapMan shares. The committees fulfil the independence requirements of the Finnish Corporate Governance Code 2025 for listed companies.
Duties and responsibilities
The Board is responsible for the administration and the proper organisation of the operaThe Board is responsible for the administration and the proper organisation of the operations of the Company. The Board is also responsible for the appropriate arrangement of the controls of the Company’s accounts and finances. The Board has confirmed a written charter for its work, which describes the main tasks and duties, working principles and meeting practices of the Board, and an annual self-evaluation of the Board’s operations and working methods.
The Board deals with all the matters pertaining to its area of responsibilities under the Finnish law and the Articles of Association as well as rules and regulation applicable to Finnish publicly listed companies.
In order to carry out its duties, the Board shall, among others:
- appoint and dismiss the CEO
- approve the appointment of the management group members
- decide on the CEO’s remuneration as well as on the remuneration policy for other executives and CapMan’s key employees
- ensure that the company has a proper organisation
- supervise the operative management
- approve the strategic and financial objectives
- approve the budget
- decide on the establishment of new CapMan funds and approve CapMan’s own commitments therein
- decide on the fund investments to other than CapMan funds and direct investments exceeding EUR 5 million
- decide on the major changes in the business portfolio
- monitor the Company’s financial performance and approve the Company’s financial and statutory sustainability reports
- monitor that there are proper arrangements in place to ensure that the business complies with applicable rules and regulations
- approve the key principles of corporate governance, internal control and risk management as well as other key policies
- confirm the central duties and operating principles of Board committees
- convene the general meetings of shareholders and make proposals to the general meetings
- monitor and assess related-party transactions
- monitor and assess the efficiency of the internal control, internal audit and risk-management systems
- monitor and assess the Company’s financial reporting system and process and the statutory sustainability reporting system and process
- monitor the statutory audit and statutory sustainability report assurance
- monitor and assess the performance and the independence of the auditor and the provision of non-audit and non-assurance services by the auditor
- prepare the proposals for the election of the auditor and the sustainability report assurer and their fees
The Board may also make decisions on certain matters based on the authorisation given by the general meetings. These may include e.g. deciding on dividends, share issues and charitable donations. The Board shall also annually make a proposal on the election of board members to the CapMan for Good Foundation.
Board Committees
The Board may establish Committees to ensure efficient preparation of the matters under its responsibility. The Committees are established, and their members are elected from among the members of the Board in the Board’s organisational meeting to be held after the AGM for the same term as the Board. The Committees shall consist of at least three members. The charters for each committee shall be confirmed by the Board. The Chairs of the committees report to the following Board meeting on the topics discussed in the committee meetings. Also, the materials presented, and the minutes of the committee meetings are delivered to the Board for information. The Committees have no autonomous decision-making power, and thus the Board makes the decisions within its competence collectively.
In its organisational meeting held on 25 March 2025, CapMan’s Board elected members to the Audit and Risk Committee and People and Remuneration Committee.
Audit and Risk Committee
The Audit and Risk Committee is established by the Board to ensure efficient preparation of the matters pertaining to the duties of the Board which relate to, e.g. financial and sustainability reporting, internal control, internal audit, risk management, statutory audit and auditor selection.
The duties of the Audit and Risk Committee are set forth below.
Duties related to the statutory audit and sustainability report assurance:
- monitor the statutory audit and the assurance of the sustainability report
- review the auditor’s report and the supplementary reports presented by the auditor
- evaluate the independence of the statutory auditor and the audit process
- monitor the services offered by the auditor, in particular the provision of non-audit and non-assurance services
- prepare the proposal for the election of the auditor and when needed the election of the sustainability report assurer
- other communications with the auditor and the sustainability report assurer
Duties related to financial and sustainability reporting process:
- monitor the financial and sustainability reporting processes
- monitor procedures for identifying the information to be reported in accordance with the sustainability reporting standards
- monitor the procedures for digital reporting
- assess effectiveness of internal control, internal audit and risk management in relation to the aforementioned processes
Other duties:
- monitor the financial position of the Company
- evaluate the use and presentation of alternative performance measures
- approve the operating instructions for internal audit
- review the plans and reports of the internal audit function
- assess the processes aimed at ensuring compliance with laws and regulations
- define the principles concerning the monitoring and assessment of related party transactions
- monitor of the funding and tax position
- monitor the most significant financial, tax and sustainability risks
- monitor of the processes and risks relating to IT security
- review the corporate governance statement
- monitor and assess any special issues allocated by the Board and falling within the competence of the Audit and Risk Committee
Members of the committee are:
- Mammu Kaario (Chair)
- Johan Bygge
- Ari Kaperi
All members of the Audit and Risk Committee were independent of the company and its significant shareholders. All members of the Audit and Risk Committee are experienced in demanding positions in financial administration and business management and they hold degrees suitable for Audit and Risk Committee members.
People and Remuneration Committee
The People and Remuneration Committee is established by the Board to ensure efficient preparation of matters concerning the remuneration of the CEO, other executives and the overarching remuneration principles of the Company. Additionally, the Committee is tasked with overseeing talent management, personnel development, and fostering a diverse and inclusive workplace.
The People and Remuneration Committee shall assist the Board by preparing for the Board’s decision-making on:
- CEO remuneration
- Company’s executive remuneration principles and the remuneration of individual executives as required
- Company’s general remuneration principles
- Remuneration Policy and Report for the governing bodies
The People and Remuneration Committee shall further contribute to:
- ensuring the objectivity and transparency of the decision-making regarding remuneration matters in the Company
- systematic alignment of remuneration principles and practice with the Company strategy and long-term and short-term targets, including sustainability targets
- talent management and succession planning
- personnel development
- fostering diverse and inclusive workplace
Members of the committee are:
- Joakim Frimodig (Chair)
- Catarina Fagerholm
- Eva Lindholm
Members of the Committee, other than Joakim Frimodig, are independent of the Company and its significant shareholders. Joakim Frimodig is non-independent of the Company since he has had an employment relationship with the Company in the last three years, and non-independent of a significant shareholder since he is a board member in Silvertärnan Ab which holds more than 10 % of CapMan shares.