Corporate Governance
Board of Directors
Board of Directors
The Board of Directors has overall responsibility for the company’s governance and the appropriate arrangement of its operations. The Board has approved written rules of procedure for itself, which define the matters that must be discussed by the Board. The Board of Directors confirms the principles concerning the company’s strategy, organization, accounting and asset management supervision. It also appoints the CEO, who is responsible for the implementation of the company’s strategy and management of its day-to-day affairs in accordance with the instructions and orders given by the Board.
According to the company’s Articles of Association, the Board of Directors comprises one to nine ordinary members and at least one deputy member, if fewer than three ordinary members are elected to the Board of Directors. The term of office of the members and deputy members of the Board of Directors ends at the end of the Annual General Meeting following their election. The Board elects a Chairperson from among its members.
Vincit Oyj does not comply with the Corporate Governance Code for listed companies in Finland (Corporate Governance 2020), but the company's board nevertheless assesses the independence of its members from the company and significant shareholders annually.
More information about the shareholdings of Vincit's Board of Directors can be found here
Audit Committee add
The Board of Directors decided on April 26, 2023 to establish an Audit Committee.
Composition of the Audit Committee: Mikko Kuitunen (Chairman), Mervi Airaksinen and Frank Korsström were elected as members of the Audit Committee.
A meeting fee of EUR 500 per meeting was resolved to be paid for meetings of the Board’s Audit Committee.
In accordance with the Limited Liability Companies Act, the duties of the Audit Committee among other things are to:
monitor and assess the financing reporting system;
monitor and assess the efficiency of internal control and auditing as well as of the risk management systems;
monitor and assess how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and market terms;
monitor and evaluate the independence of the auditor and, in particular, the offering of services other than auditing services by the auditor;
monitor the Company’s auditing;
prepare the appointment of the Company’s auditor.
Shareholders' Nomination Committee add
The Annual General Meeting of 2023 resolved to establish a Shareholders' Nomination Committee. The Nomination Committee is responsible for preparing and presenting proposals concerning the remuneration of the members of the Board of Directors, the number of Board members and the members of the Board to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting. In addition, the Nomination Committee is tasked with seeking candidates for the succession of the Members of the Board of Directors.
The Nomination Committee consists of five (5) members, of which the five (5) largest shareholders of the company are each entitled to appoint one (1) member. The largest shareholders entitled to appoint members are determined annually based on the shareholder information registered on the last working day of August in the company’s shareholders’ register maintained by Euroclear Finland Oy or based on separate holding information presented by holders of nominee-registered shares. If the holder of nominee-registered shares wishes to exercise their right to appoint, they must provide reliable evidence of the number of shares they hold on the last working day of August. The certificate shall be delivered to the Chairman of the Board of Directors by the fourth working day of September, at the latest.
The Chairman of the Board asks the five largest shareholders to each appoint one member to the Nomination Committee in accordance with the determined share ownership. If the shareholder does not wish to exercise their right of appointment, the right shall be transferred to the next largest shareholder who would otherwise not have the right to appoint. If two shareholders have the same number of shares and votes and members appointed by both shareholders cannot be appointed to the Nomination Committee, the issue is decided by lot. The Chairman of the Board convenes the first meeting of the Nomination Committee. The Nomination Committee elects a Chairman from among its members, who will convene the Nomination Committee in the future. Once the Nomination Committee has been selected, the company publishes the composition of the Committee with a stock exchange release. The Nomination Committee is set up for the time being until the Annual General Meeting decides otherwise. The members of the Nomination Committee shall be appointed each year and their term ends upon the appointment of new members.
The Nomination Committee shall submit its proposals to the Board of Directors annually so that they can be included in the notice of the General Meeting and, at the latest, by January 15 preceding the Annual General Meeting. Proposals to the Extraordinary General Meeting must be submitted to the Board of Directors so that they can be included in the notice of the General Meeting.
Composition of the Shareholders’ Nomination Committee of Vincit Plc
Vincit Plc's Annual General Meeting of 26 April 2023 resolved to establish a Shareholders' Nomination Committee and confirmed rules of procedure for the Shareholders' Nomination Committee. The Nomination Committee is set up for the time being until the Annual General Meeting decides otherwise. The members of the Nomination Committee shall be appointed each year, and their term ends upon the appointment of new members.
The following members have been elected to form the Nomination Board of Vincit Plc for the 2024-2025 term:
- Mikko Kuitunen, Chairman of the Board, Vincit
- Lauri Puolanne, Chairman of the Board, Bcore
- Timo Sallinen, Director, Head of Listed Securities, Varma
- Niko Syrjänen, Head of Equities, Elo
- Karoliina Lindroos, Head of Responsible Investment and Sustainability, Ilmarinen
Composition of the Board of Directors
Mikko Kuitunen, born 1980
Chairman of the Board since 2021, member of the Board since 2021
Chairman of the Audit Committee
Finnish citizen
Main occupation: Board professional, investor
Education: Master of Science in industrial engineering
Background add
Primary working experience
Mikko served as CEO of Vincit from the company’s founding in 2007 until the end of 2015, and returned to the post on June 1, 2018 until July 31, 2021. Before Vincit was founded, Mikko served in various business development positions in Ionific Oy, Botnia Hightech Oy and Sasken Finland Oy in 2004–2007. Mikko has also worked as CEO of Amor & Labor Oy, which was founded in connection with Vincit’s split.
Key positions of trust
He is also an active Board member of several companies.
Independence
Not independent of the company and the major shareholders
Mervi Airaksinen, born 1980
Member of the Board since 2021
Finnish Citizen
Main occupation: CEO of Microsoft Finland.
Education: M.Sc. (Econ.)
Background add
Primary working experience
M.Sc (Econ.) Mervi Airaksinen is the Managing Director at Microsoft Finland. Before joining Microsoft, she has worked as a Managing Director at IBM, ALSO Finland and Cisco Systems Finland and the Baltics, and as a Development Manager at Elisa.
Key positions of trust
She also acts as a Board member and Advisor for Learning Intelligence Group (Chair of the Board), Nordic Morning Group (Vice-Chair of the Board), YTK (General unemployment fund), University of Vaasa, and Technology Industries of Finland.
Independence
Independent of the company and the major shareholders
Arto Martonen, born 1983
Member of the Board since 2022
Finnish citizen
Main occupation: board professional, venture capitalist
Education: BBA, Marketing and sales
Background add
Primary working experience
Arto Martonen worked as an entrepreneur at Motley Agency Oy between 2010-2021
Key positions of trust
Arto is the chairman of the board at Motley Mothership Oy and Kick AI Ltd Oy and a board member at NBI Nordic Beauty Import Oy, Global Tire Technologies NV, Alexandria Oyj, Courtjester Oy, Kiinteistömaailma Oy, Noble Holdings Oy, and Woodia Oy.
Independence
Independent of the company and the major shareholders
Frank Korsström, born 1958
Member of the Board since 2022
Finnish citizen
Main occupation: board professional
Education: M.Sc. (Econ.), M.Sc. (Eng)
Background add
Primary working experience
Frank Korsström has had a long career in consulting (SIAR, BCG, Accenture). Until 2020, he worked as the Nordic Managing Director of Accenture.
Key positions of trust
Frank has acted as a Senior Advisor and as a board professional (Hartwall Capital, Ficolo, Rej-Design, Boing Solutions, Trailmaker).
Independence
Independent of the company and the major shareholders
