Board of Directors

The Board of Directors is responsible for the Company’s management and for the due organization of the Company’s operations in accordance with the relevant legislation and the Company’s Articles of Association. The Board of Directors controls and monitors the Company’s operational management, appoints and dismisses the CEO, and approves the major decisions affecting the Company’s strategy, capital expenditures, organization, remuneration and bonus systems covering the management, and finances. The Board of Directors also approves the principles of risk management and ensures the proper operation of supervision of the management system.

Charter of the Board

As part of the Company’s corporate governance, the Board of Directors has approved a written charter to control Board work. The Board's charter complements the stipulations of the Finnish Companies Act and the Articles of Association of the Company.

Charter of the Board (pdf)

Composition of the Board

The Annual General Meeting elects the members of the Board of Directors. The Nomination and Remuneration Committee of the Board of Directors of Etteplan Oyj prepares a list of proposed members of the Board of Directors for the consideration of the Annual General Meeting. The Board proposed candidates are reported upon in the notice to the meeting and on the Company’s website.

According to the Articles of Association, the Board of Directors shall have a minimum of three and a maximum of seven members. The Board of Directors is elected for a term of one year at the Annual General Meeting.

In accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee the Annual General Meeting held on April 9, 2024 elected the following persons as members of the Board of Directors:

The ownerships include shares possibly owned by controlled entities.

The Board of Directors of Etteplan Oyj elected on April 9, 2024 in its organization meeting subsequent to the AGM Robert Ingman as Chairman of the Board.

Meetings of the Board

The Board meets as often as appropriate fulfilment of its obligations requires. In the financial period 2024, the Board held a total of 13 meetings three of which were e-mail meetings and two Teams meetings. The average attendance rate of Board members was 97 percent. In addition to the members of the Board, the Company's CFO as the Secretary to the Board and the CEO attended Board meetings.

Independence of the Board

The majority of the members of the Board shall be independent of the Company. In addition, at least two of the members of the Board representing this majority shall be independent of significant shareholders of the Company.

The Board shall evaluate annually the independence of its members and report which of them are independent of the Company and which are independent of significant shareholders.

Robert Ingman, Matti Huttunen, Päivi Lindqvist, Tomi Ristimäki, Sonja Sarasvuo and Mikko Tepponen are independent of the Company.

Matti Huttunen, Päivi Lindqvist, Tomi Ristimäki and Mikko Tepponen are independent of significant shareholders. Robert Ingman and Sonja Sarasvuo are not independent of the Company's significant shareholders due to their holdings in related parties.

Diversity of the Board

The Board of Directors of Etteplan has defined the principles on the diversity of the Board in compliance with the Corporate Governance Code 2025.

The Board of Directors recognizes the benefits of a diverse and broad-ranging Board composition to the Company and its shareholders. The successful performance of the duties of the Board and its Committees requires diverse composition, know-how and experience. The diversity must support the current development stage of the Company and meet the future development needs of the Company’s operations and business. The principles supporting the diversity of the Board of Directors are e.g. knowledge of the Company’s industry, sufficient , diverse, and complementary experience as well as comprehensive experience in different areas of the business of the Board members. The nomination and Remuneration Committee of the Board takes the diversity principles into account when making the proposal on the composition of the Board to the Annual General Meeting each year.

When composing the Board of Directors the objective is that the Board consist of a sufficient number of members who have complementary competence profiles. A member of the Board must possess the competence and the educational background required by the task and the possibility to allocate sufficient time required for the task. The composition of the Board aims to ensure that it has extensive know-how on the essential strategic focus areas of the Company now and in the future. Diversity of the Board of Directors includes that both genders are equally represented. This aims, for its part, to ensure that different perspectives are considered in the Board's work and decision-making. After the 2024 Annual General meeting the Board comprises 6 members of which 66.67 percent are men (4) and 33.33 percent are women (2).

The diversity principles defined by the Board of Directors were well fulfilled in the financial period 2024. The Company will continue to execute the principles in the financial year 2025.

Performance evaluation of the Board

On an annual basis, the Board of Directors assesses its own activities and work practices. The Board specifies the criteria to be used in the assessment, which is carried out as internal self-evaluation. The results of these activities are handled by the Board.

Remuneration of the Board

Further information on the remuneration of the Board in the financial period 2024 is available in the separate Remuneration Report for Governing Bodies 2024 published by the Company on the Company's website. The Remuneration Report of Governing Bodies will be presented annually to the Annual General Meeting.