4. Board of Directors

Fingrid’s annual general meeting elects a Board once per year. In accordance with the articles of association, the Board of Directors consists of five (5) members. Shareholders who hold Series B shares in the company are entitled to elect one (1) member of the Board through a simple majority decision in accordance with the quantity of Series B shares held. Individuals who are Board members in a company which practices the sale or production of electricity or natural gas, or in a body which represents such a company, may not be elected as a member of the Board. The general meeting elects one Board member to serve as the Chair of the Board and one member to serve as the Deputy Chair of the Board. The Board is convened by the Chair or Deputy Chair of the Board.

The Board constitutes a quorum when more than half of its members are present, and one of these is the Chair or the Deputy Chair. The decisions of the Board of Directors are made through a simple majority on the basis of the Board members present in the meeting. New Board members are familiarised with the company’s operations. A Board member’s period of office expires at the closing of the next annual general meeting following his or her election.

4.1 Duties of the Board of Directors

The tasks and responsibilities of Fingrid’s Board are set out by the Limited Liability Companies Act and other applicable legislation, as well as the articles of association. The Board of Directors is responsible for the administration and appropriate organisation of the operations of the company. The Board of Directors makes sure that the company adheres to the relevant rules and regulations, articles of association of the company, and guidelines provided by the annual general meeting. The primary duties and principles of the Board of Directors are also specified in the Board’s working order, according to which the Board:

• Decides the company strategy.
• Approves the annual action plan and budget on the basis of the strategy and supervises
its implementation.
• Approves Fingrid’s management system and other business principles to be determined on the Board level.
• Confirms the values to be followed in Fingrid's operations.
• Approves the total amount of purchases and capital investments and its distribution on the various sectors, and decides separately on budgeted purchases and capital investments in excess of 10 million euros and on purchases, capital investments and sales outside the budget in excess of 2 million euros.
• Reviews and approves the financial statements, interim reports and the related stock exchange releases, the annual review and the management’s reviews.
• Annually reviews the risks relating to the company’s operations and the management of such risks.
• Decides on the operating model of the internal audit and reviews the internal audit’s annual plan and audit reports.
• Appoints and dismisses the President & CEO of the company.
• Approves the basic organisation and composition of the executive management group of the company.
• Decides on the principles of the remuneration system and on the remuneration of the President & CEO and the executive management group.
• Holds some of the meeting at least once a year without the presence of executive management.
• Holds some of the meeting at least once a year with the auditor
without the presence of executive management.
• Assesses its work once a year.
• Appoints from amongst its own members the audit committee and remuneration committee.
• Appoints an advisory committee whose task is to act as a link between the Board and the company management and electricity users and other stakeholders. The advisory committee has 10–14 members who represent electricity producers, transmitters, sellers, users and other electricity market actors. The term of office is three (3) calendar years. The Board confirms the advisory committee’s regulations.
• Deals with other business which the Chair of the Board, a Board member or the President & CEO has proposed for inclusion on the agenda.

4.2 Board of Directors in 2016

Until the annual general meeting held on 6 April 2016, the Board consisted of Helena Walldén (Chair), Juha Majanen (Deputy Chair), Juhani Järvi, Sanna Syri and Esko Torsti. After the annual general meeting, Juhani Järvi (Chair), Juha Majanen (Deputy Chair), Anu Hämäläinen, Sanna Syri and Esko Torsti were elected as members of the Board.

Of the Board’s members, Juhani Järvi, Anu Hämäläinen and Sanna Syri are independent from the company and its significant shareholders; the other members are independent from the company. The company’s President & CEO, CFO and general counsel, who is the Board’s secretary, participate in Board meetings. Board members do not own shares in the company.

The Board convened 8 times over the course of the year and approved the financial statements and annual review for 2015 and decided on, among other things, Fingrid’s strategy for 2017–2021, the budget and annual action plan for 2017, the grid service pricing for 2017, grid investments of roughly EUR 120 million, the principles of risk management and continuity management, and all significant policies affecting the company. Furthermore, the Board made a decision in principle on a third connection line between Sweden and Finland. In its meetings, the Board discussed matters which have featured on committees’ agendas.

4.3 Diversity of the Board of Directors

The Board of Directors’ diverse composition supports the accomplishment and development of the goals and targets set by the company for its operations.  An aim of the company is for all Board members to have adequate and mutually complementary experience and expertise in the areas essential for both the operations and societal role of the company. Fingrid additionally strives to assess the composition of the Board in terms of age and gender and to comply with the gender equality targets recommended by the state ownership steering. A proposal on the Board composition is prepared by significant shareholders.
Fingrid Board members possess wide-ranging business and management expertise, also outside of Finland. The sectors and areas of expertise represented in the Board include industry, energy sector, financing and accounting as well as state administration. 40 per cent of the Board members are female and 60 per cent male. The ages of the Board members range between 46 and 65 years.

 

Fingrid’s Board of Directors on 31 December 2016

         

Name

Year of birth

Education

Main position and independence

Attendance at Board meetings

Attendance at committee meetings

Chair
Juhani Järvi

1952 M.Sc.
(Finance)
Board work, independent from the company and significant shareholders 8/8

Audit committee 5/5

Remuneration committee 3/4 (since 6 April 2016)

Deputy Chair
Juha Majanen
1969 LL.B. Ministry of Finance, Head of Fiscal Policy Unit, independent from the company, non-independent from significant shareholders 8/8 Audit committee 5/5
Anu Hämäläinen (since 6 April 2016) 1965 M.Sc.
(Accounting
and
Finance)
Wärtsilä Corporation, Vice President, Group Treasury and Financial Services & Support, independent from the company and significant shareholders 7/8

Remuneration committee 3/4

(Member since 6 April 2016)

Sanna Syri

1970 D.Sc.
(Technology)

Aalto University, Professor,
independent of the company, independent from significant shareholders
 

8/8

Remuneration committee 4/4

Esko Torsti 1964 Lic. Pol. Ilmarinen Mutual Pension Insurance Company, Vice President, independent from the company and non-independent from significant shareholders 8/8

Audit committee 4/5
(since 6 April 2016)

Remuneration committee 1/4 (until 6 April 2016)

Helena Walldén (until 6 April 2016) 1953 M.Sc. (Tech.) Board work, independent from the company and significant shareholders 1/8

Audit committee 1/5
(until 6 April 2016)

Remuneration committee 1/4
(until 6 April 2016)