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.
Catarina Fagerholm
Member of the Board
Johan Hammarén
Member of the Board
Olli Liitola
Member of the Board
Composition and diversity of the Board of Directors
All members of the Board are elected 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 general meeting at which they were elected and ends at the close of the AGM following their election. The Board elects a Chairman and a Vice Chairman from among its members.
The Shareholders’ Nomination Board makes the proposals on the Board composition and remuneration to the AGM. The Shareholders’ Nomination Board’s proposals are typically published as a separate stock exchange release and included in the notice to 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 27 March 2024 assessed its members’ independence of the company and of its significant shareholders. Johan Bygge, Catarina Fagerholm and Mammu Kaario are independent of both the company and its significant shareholders. Joakim Frimodig is non-independent of the company due to his CEO position in the company during the past 3 years and his position as the Executive Chair of the company’s Board of Directors. Joakim Frimodig, Johan Hammarén and Olli Liitola are non-independent of the company’s significant shareholder due to their memberships in the Board of Directors of Silvertärnan Ab, which is a significant shareholder in CapMan.
Duties and responsibilities
The 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. In order to carry out its duties, the Board shall, among others:
- appoint and dismiss the CEO
- 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
- approve annual financial and sustainability statements and interim reports
- ensure that there are proper arrangements in place to secure that the business complies with applicable rules and regulations
- approve the key principles of corporate governance, internal control, risk management as well as other key policies
- decide on the CEO’s remuneration as well as on the remuneration policy for other executives and CapMan’s key employees
- confirm the central duties and operating principles of Board committees
- convene the general meetings of shareholders
The Chair of the Board ensures and monitors that the Board fulfils the tasks appointed to it under legislation and by the company’s articles of association.
Meetings of the Board of Directors and the Committees during the financial year 2023 are described in more detail in the Corporate Governance Statement.
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 27 March 2024, CapMan’s Board established Audit and Risk Committee and Remuneration Committee.
Audit and risk Committee
The Audit and Risk Committee is established by the Board to improve the efficient preparation of matters pertaining to financial and sustainability reporting and control.
The Audit and Risk Committee carries out the following duties:
- monitoring the financial position of the Company
- monitoring and assessment of the financial and sustainability reporting processes
- monitoring and assessment of the Company’s internal control and risk management systems and compliance processes
- monitoring and assessment of the most significant financial, tax and sustainability risks
- review the Company’s corporate governance statement
- monitoring the statutory audit of the financial statements and consolidated financial statements
- monitoring the assurance of the sustainability statements
- evaluating the independence of the statutory auditor or audit firm, particularly the provision of non-audit services
- other communications with the auditor
- preparing the proposal for resolution on the election of the auditor and when needed the election of the sustainability assurer
- assessing the provision of sustainability reporting assurance services and monitoring their effectiveness
- defining the principles concerning the monitoring and assessment of related party transactions
- monitoring and assessment of the processes and risks relating to IT security
- evaluation of the use and presentation of alternative performance measures
- monitoring procedures for identifying the information to be reported in accordance with the sustainability reporting standards
- monitoring and assessment of 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
- Catarina Fagerholm
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.
Remuneration Committee
The Remuneration Committee has been established to improve the efficient preparation of matters pertaining to the remuneration of the CEO and other management group as well as the remuneration principles observed by the company.
The 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 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
Members of the committee are:
- Joakim Frimodig (Chair)
- Catarina Fagerholm
- Olli Liitola
Catarina Fagerholm is independent of both the company and its significant shareholders. Joakim Frimodig is non-independent of the company. Joakim Frimodig and Olli Liitola are non-independent of the company’s significant shareholder Silvertärnan Ab.
