The Board of Directors
It is the general obligation of Tieto’s Board of Directors to safeguard the interests of the company and its shareholders.
Composition and election of Tieto’s Board of Directors
According to Tieto’s Articles of Association, the Board of Directors shall consist of at least six and no more than twelve members. Board members have a term of office of one year, expiring at the closing of the first AGM following the election.
The company has defined as an objective that in addition to professional competence, Tieto’s Board members shall be diversified in terms of gender, occupational and professional background and that the Board as a group shall have sufficient knowledge of and competence in, inter alia, the company’s field of business and markets.
The SNB, which consists of representatives nominated by the company’s largest shareholders, prepares a proposal on the composition of the Board to be presented to the AGM for its decision. In addition to the Board of Directors having established the aforesaid diversity principles and included them in the Board charter, the company has taken steps to ensure that the principles have been included in the charter of the SNB and taken into account in the candidate search. The ratio of gender diversity of the members elected by the AGM has remained stable since 2012 and been 2:6 (i.e. approximately 33.3% female and 66.7% male members).
In addition to the members proposed by the SNB and elect by the AGM, Tieto’s personnel elects two members and two deputy members to the Board of Directors. The term of office for the personnel representatives is two years. This special appointment procedure is a departure from Recommendation 5 “Election of the Board of Directors” of the Corporate Governance Code 2015. Personnel representation is based on the Finnish Act on Personnel Representation in the Administration of Undertakings and was originally agreed between Tieto Corporation and the personnel of the Group by way of a Personnel Representation Cooperation Agreement in 2001.
The objectives of personnel representation are, inter alia, to provide opportunities for the personnel to influence and affect the organization, to improve communication and decision making within the Group, to increase mutual trust and confidence between corporate management and the personnel as well as to increase and develop the feeling of security among the personnel. The personnel representatives, however, are not entitled to participate in the handling of matters that concern the appointment or dismissal of corporate management, the contractual terms of the management, the terms of employment of staff or matters related to industrial actions.
|Board of Directors as at 31 December 2017|
|1958||Swedish||MSc. (Eng.)||Entrepreneur, investor and Board member|
|1963||Finnish||DSc. (Tech.)||Professional Board member|
|Timo Ahopelto||1975||Finnish||MSc. (Tech.)||Entrepreneur, investor and Board member|
|Johanna Lamminen||1966||Finnish||DSc. (Tech.), MBA||CEO, Gasum Ltd|
|Sari Pajari||1968||Finnish||MSc. (Eng.)||SVP, Sales and Marketing,
Metsä Board Oyj
|Endre Rangnes||1959||Norwegian||BBA (Econ.)||Professional Board member|
|Jonas Synnergren||1977||Swedish||MSc. (Econ.)||Partner, Cevian Capital AB|
|Jonas Wiström||1960||Swedish||MSc. (Tech.)||Professional Board member|
|1955||Finnish||MSc. (Econ.)||Test Engineer|
|1967||Swedish||MSc. (Electrical Engineering)||Senior Project Manager|
All Board members of Tieto are independent of the company and six out of eight members are independent of the company’s significant shareholders. The independence of the members is evaluated at the Board’s constitutive meeting. The Board members shall inform the Board if any changes in these circumstances occur, in which case their independence will be re-evaluated.
More detailed background information regarding the Board members, such as working experience, past and present positions of trust and the Remuneration Statement, is presented on the company’s website at www.tieto.com/investors.