Board of Directors

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 organizing meeting on 15 March 2023 assessed its members’ independence of the company and of its significant shareholders. Johan Bygge, Catarina Fagerholm, Mammu Kaario and Olli Liitola 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. Joakim Frimodig and Johan Hammarén 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 the company.

Duties and responsibilities

Under the Finnish Companies Act and CapMan’s articles of association, the Board is responsible for the administration of the company and the proper organisation of its operations. The Board is also responsible for the appropriate arrangement of the control 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.

In accordance with the charter, the main duties of the Board are:

  • to convene the general meetings of shareholders
  • to appoint and dismiss the CEO
  • to supervise management
  • to approve strategic and financial objectives
  • to approve the budget
  • to decide on establishment of new CapMan funds and the level of CapMan’s own commitments therein
  • to decide on fund investments to other than CapMan funds exceeding EUR 5
    million and direct investments exceeding EUR 5 million
  • to decide on any major changes in the business portfolio
  • to ensure that the company has a proper organisation
  • to ensure the proper operation of the management system
  • to approve annual financial statements and interim reports
  • to ensure that the supervision of the accounting and financial management is
    properly organised
  • to ensure that there are appropriate arrangements in place to secure that the business of the group complies with applicable rules and regulations
  • to approve the key principles of corporate governance, internal control, risk management and other essential policies and practices
  • to decide on the CEO’s remuneration and on the remuneration policy to be followed
    for other executives and CapMan’s key employees
  • to confirm the central duties and operating principles of the Board committees

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 2022 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 organizing 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 do not have autonomous decision-making power, but the Board makes the decisions within its
competence collectively.

In its organizing meeting held on 15 March 2023, CapMan’s Board established Audit and Risk Committee and Remuneration Committee.

The members of the Committees are:

Audit and Risk Committee

  • 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

  • Joakim Frimodig (Chair)
  • Catarina Fagerholm
  • Olli Liitola

The majority of the members of the Remuneration Committee are independent of the company and its significant shareholders.

Audit and risk Committee

The Audit and Risk Committee has been established to improve the efficient preparation of matters pertaining to financial reporting and supervision.

The duties of the Audit and Risk Committee includes:

  • monitoring the financial position of the company
  • monitoring and assessment of the financial reporting process
  • monitoring and assessment of the company’s internal control and risk management systems and compliance processes
  • monitoring and assessment of the most significant financial and tax risks
  • review of the company’s corporate government statement
  • monitoring the statutory audit of the financial statements and consolidated financial statements
  • evaluating the independence of the statutory auditor or audit company, particularly the provision of related services
  • other communications with the auditor
  • preparing the proposal for resolution on the election of the auditor
  • 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 and assessment of any special issues allocated by the Board and falling within the competence of the audit and risk committee

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 main duties of the Remuneration Committee in accordance with the charter are to assist the Board by preparing the Board decisions concerning:

  • CEO remuneration
  • company’s executive remuneration principles and individual situations as required
  • company’s overall principles for total compensation structure
  • remuneration Policy and Report for the governing bodies

The Committee further contributes to:

  • securing the objectivity and transparency of the decision-making regarding remuneration issues in the company
  • systematic alignment of remuneration principles and practice with company strategy and its long-term and short-term goals