The Board of Directors (the “BoD”) is responsible for organising the company in an effective manner and monitoring the company’s management in accordance with the best interests of the company and its shareholders. The BoD’s duties are based on the provisions of the Articles of Association and the Finnish Companies Act. The main responsibilities of the BoD to confirming the company’s strategy and budget, making decisions concerning financial agreements and making decisions concerning the purchase and sale of significant assets. The BoD follows the company’s financial development by monthly reports and other information that company’s management provide to the BoD.
Detection Technology’s board members and their relations to the company and major shareholders.
|Name||Year of birth||Status||On the Board since||Independent of major shareholders||Independent of the company|
Andreas Tallberg has acted as the chairman of the company’s board of directors since 2007. Andreas Tallberg has been the CEO of Oy G.W. Sohlberg Ab since 2007 and, in addition, CEO and/or member of the board of directors of several GWS group companies. He has previously acted as a Senior Partner at EQT Partners (1997-2006), at management positions at MacAndrews & Forbes group companies (1991-1995), as the director of Business Development at Nokia Consumer Electronics (1990-1991), as well as at management positions at Amer Yhtymä Oyj (1986-1990). Andreas Tallberg has been the chairman of the board of directors of Glaston Corporation since 2007, Nissala Oy since 1999, TG Group Oy since 2013, Toolmasters Oy since 2013 and a member of board of directors since 2010. In addition, Andreas Tallberg has acted as a member of board of directors of Staffpoint Oy since 2008 and member of the board of Directors of Wulff Group Plc since 2012. Andreas Tallberg has previously acted as the chairman of the board of directors at Perlos Oyj and as its deputy chairman (2007-2008), and a chairman of board of directors of Wulff Group Plc (2012-2015), as the vice-chairman of the board of directors at Lite-On Mobile Oy (2008-2013), as a member of the board of directors at Myllykoski Corporation (2011-2012) and as member of the board of directors at Handelsbanken Finland Branch (2008-2015). Andreas Tallberg holds a Master of Science degree in Economics.
Heikki Allonen has been a member of the Board of Directors of the company since 2015. He is presently the president and CEO of Hemmings Oy Ab, and has acted as the President and CEO of Patria Plc during 2008–2016. Prior to that he acted as President and CEO of Fiskars Corporation (2004–2008) and SRV Plc (2001–2004). Mr. Allonen is the vice chairman of VR Group and a board member of Nokian Tyres Plc. He has had several board positions and has among others acted as the chairman of Millog Ltd in 2008–2016 and Nammo AS 2008–2017. He is furthermore a member of the supervisory board of Ilmarinen Mutual Pension Insurance Group since 2013 and was a member of Board of Management in Wärtsilä Corporation (1990-2000). Heikki Allonen holds a Master of Science degree in engineering from Helsinki University of Technology.
Petri Niemi has acted as a member of the company’s board of directors since 2012. Petri Niemi has been the CEO of G2 Invest Oy since 2010. He has previously acted as a partner (1999–2005) and as a Senior Partner and as the Head of Technology at CapMan Oyj (2005–2011), as the marketing director at Oy Ericsson Ab (1996–1999) and as Regional Director at 3com Corporation (1993–1996) as well as worked in various positions at Sun Microsystems (1990–1993) and at Hewlett-Packard (1988-1990). Petri Niemi has been the chairman of the board of Fondia Ltd since 2011, Eniram Oy since 2014, Hakonen Solutions Oy since 2013, B10 Asset Management Ltd since 2014 and Rosetta Ventures Oy since 2004 and member of the board of directors of Insta Group Oy since 2011, GreenStream Network Plc since 2011, HR4 Group Oy since 2012 and WEGA Advisors since 2013. In addition, he has acted as a the chairman of the board of Siili Solutions Oyj (2011-2015), member of the board of Oy Lunawood Ltd (2012), Mawell Ltd (2012) and Mirasys Ltd (2011). Petri Niemi holds a Master of Science degree in Engineering.
Henrik Roos has been elected as a member of the board of directors of the company by the annual general meeting of shareholders held on 12 February 2015. Henrik Roos has been member of the board of directors of Merivaara Corporation since 2013, Northstar Sitetel Sweden AB since 2012 as well as member of the board of directors of Orchid Orthopedic Solutions since 2012. Henrik Roos has acted as chairman of the board of Directors of Merivaara Corporation (2013-2015) and Northstar Sitetel Sweden AB (2012-2015), additionally he has held managerial positions at Danaher Corporation (2009-2013) (KaVo Group, Gendex), as director at PaloDex Group (2006–2009), as director at Dentsply International, Inc (1993- 2006), as the head of divison at Orion Corporation (1989-1993), as director of sales at Bronto Skylift Oy Ab (1987-1989) as well as a consultant at Oy Management Services Scandinavia Ab (1983-1987). Henrik Roos holds Master of Science degree in Engineering.
Ari Saarenmaa has acted as a member of the company’s board of directors since 2006. Ari Saarenmaa has been the CFO of Oy G.W. Sohlberg Ab since 2005 and, in addition, CEO and/or member of the board of directors of several GWS group companies. Prior to this, Ari Saarenmaa has acted as a business controller at Oy G.W. Sohlberg Ab (1997-2005) and as a controller at IVO Tuotantopalvelut Oy (1993-1997). Ari Saarenmaa has acted as a member of a board of directors of Pikval Oy (2006-2011). Ari Saarenmaa holds a Master of Science degree in Engineering.
The BoD annually ratifies a working order that specifies the meeting procedure of the BoD and its tasks.
The key tasks of the BoD include:
- Overseeing the Preparation of Consolidated financial statements and interim reports
- Proposals to the Annual General Meeting
- Appointing and dismissing the President and CEO
- Organization of financial control.
In addition, the BoD deals with, and decides on, matters of principle, as well as issues that carry financial and business significance, such as:
- Group and Business Unit strategies
- The Group’s action, budget and investment plans
- The Group’s risk management and reporting procedures
- Decisions concerning the structure and organization of the Group
- Significant individual investments, acquisitions, divestments and reorganizations
- The Group’s insurance and financing policies
- Reward and incentive scheme for Group management
- Appointing Board Committees
- Monitoring and evaluating the actions of the President and CEO.
In accordance with the Articles of Association, the BoD has a minimum of three and a maximum of six regular members. The members of the BoD are elected by the Annual General Meeting (AGM) for one term of office at a time. The term of office begins at the end of the General Meeting that elected the BoD and expires at the end of the first AGM of Shareholders following the election. The Articles of Association place no restrictions on the power of the General Meeting to elect members for the BoD. The BoD elects a Chairman from its members and the BoD is deemed to have a quorum present when more than half of its members are present. In addition to matters to be resolved, the BoD is given real-time information on the operation, financial standing and risks of the group in the meeting.
The company pursues to elect members of the BoD whose competence and profile match the current and prospect business needs of the company. In its recruiting process, the company has considered both male and female candidates, and chosen amongst them the most adequate candidates by above-mentioned arguments.
The BoD convenes at reasonable intervals during a year according to an agreed schedule, in addition to which the BoD convenes when necessary. Minutes are kept for all meetings. The Board met 11 times in 2014 and participation percentage was 96 %.
The ownership of the company’s shares of Board members are shown in the section insiders.
The Board has established a Remuneration Committee in their meeting held on July 29, 2015. In this meeting the Board elected the members of Remuneration Committee. The Remuneration committee consists of three members, Mr Andreas Tallberg, Mr Henrik Roos and Mr Petri Niemi.
The Board has established an Audit Committee in their meeting held on July 29, 2015. In this meeting the Board elected the members of Audit Committee. The Audit Committee consists of two members, Mr Heikki Allonen and Mr Ari Saarenmaa.