In accordance with the Articles of Association, the Board of Directors consists of a minimum
of three and a maximum of six regular members elected at the Annual General Meeting for a term ending at the following AGM. The Board consists of five members, who were elected for a new term on 10 March 2016.
Chairman of the Board since 2007
Andreas Tallberg has acted as 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 also 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), in management positions at MacAndrews & Forbes group companies (1991-1995), as Director of Business Development at Nokia Consumer Electronics (1990-1991), and in management positions at Amer Yhtymä Oyj (1986-1990). Andreas Tallberg has been Chairman of the Board of Directors of Glaston Corporation since 2007, Nissala Oy since 1999, Toolmasters Oy since 2013 and a member of the Board of Directors since 2010 and as Chairman of Board of Directors since 2012 of Wulff Group Plc. In addition, he has acted as a member of Board of Directors of Staffpoint Oy since 2008, Handelsbanken Finland Branch since 2008 and Nordic Regional Airlines Oy since 2015. He has previously acted as Chairman of the Board of Directors at Perlos Oyj and as Deputy Chairman (2007-2008), as Vice Chairman of the Board of Directors at Lite-On Mobile Oy (2008-2013), as Chairman of the Board of Directors at TG Group Oy (2013-2016), and as a member of the Board of Directors at Myllykoski Corporation (2011-2012). He holds a Master of Science degree in Economics.
Member of the Board since 2015
Heikki Allonen has been a member of the Board of Directors of the company since 2015. He is presently President and CEO of Hemmings Oy Ab and has acted as President and CEO of Patria Plc 2008–2016. Prior to that, he acted as President and CEO of Fiskars Corporation (2004–2008) and SRV Plc (2001–2004). He 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 has also been 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). He holds a Master of Science degree in engineering from Helsinki University of Technology.
Member of the Board since 2012
Petri Niemi has acted as a member of the company’s Board of Directors since 2012. He 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 Marketing Director at Oy Ericsson Ab (1996–1999) and as Regional Director at 3com Corporation (1993–1996). He has also worked in various positions at Sun Microsystems (1990–1993) and at Hewlett-Packard (1988-1990). He has been Chairman of the Board of Vincit Group Oyj since 2015, Bilot Consulting Oy since 2015, Leaddesk Oy since 2017, B10 Asset Management Ltd since 2014, WEGA Advisors since 2013 and Rosetta Ventures Oy since 2004 and a member of the Board of Directors of Insta Group Oy since 2011, GreenStream Network Plc since 2011 and Lounea Oy since 2017. In addition, he has acted as a member of the board of Fondia Oyj (2016), Oy Lunawood Ltd (2012), Siili Solutions Oyj (2015) and Eniram Oy (2014). He holds a Master of Science degree in Engineering.
Member of the Board since 2015
Henrik Roos has been a member of the Board of Directors of the company since 2015. Henrik Roos has been Chairman of the Board of Merivaara Corporation (2013-2015) and Northstar Sitetel Sweden AB (2012-2015), and has acted as a member of the Board at both companies since then. He has been a member of the Board of Orchid Orthopedic Solutions since 2012. Henrik Roos has acted as a Group Executive at Danaher Corporation (2009-2013) (KaVo Group, Gendex), as CEO and a Board Member at PaloDex Group (2006–2009), as Senior Vice President at Dentsply International, Inc (1993-2006), as Head of the Dental Division at Orion Corporation (1989-1993), as Director of Sales at Bronto Skylift Oy Ab (1987-1989) and as a Consultant at Oy Management Services Scandinavia Ab (1983-1987). Henrik Roos holds a Master of Science degree in Engineering.
Member of the Board since 2006
Ari Saarenmaa has acted as a member of the company’s Board of Directors since 2006. He has been a member of the Board of StaffPoint Holding Oy since 2016. He has been the CFO of Oy G.W. Sohlberg Ab since 2005 and, in addition, CEO and/or a member of the Board of Directors of several GWS group companies. Prior to this, he acted as 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). He holds a Master of Science degree in Engineering.
The board members’ relations to the company and major shareholders
|Name||Status||Independent of major shareholders||Independent of the company|
The Board has established the following committees and appointed the following members to the committees:
The Remuneration Committee consists of three members: Andreas Tallberg, Henrik Roos and Petri Niemi. Andreas Tallberg is the committee’s Chairman.
The Audit Committee consists of two members, Heikki Allonen and Ari Saarenmaa. Heikki Allonen is the Chairman of the committee.
Responsibilities and practices
The Board is responsible for the company’s management and the appropriate arrangement of its operations. The Board of Directors is responsible for duties specified in the Articles of Association and the Finnish Companies Act. The main duty of the Board of Directors is to approve the company’s strategy, decide on financial arrangements and make decisions on the purchase and sale of significant assets. The Board of Directors follows the company’s financial development through monthly reports and other information that company management provides to the Board.
The essential duties and responsibilities of the Board are defined primarily by the Articles of Association and the Finnish Companies Act. The Board annually ratifies a working order that specifies the meeting procedure of the Board of Directors and its tasks.
The key tasks of the Board of Directors include:
- Approving 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 Board decides on matters of principle, as well as items that carry financial and business significance, such as:
- Group and business unit strategies
- Group action, budget and investment plans
- Group risk management and reporting procedures
- Decisions concerning the structure and organization of the Group
- Significant individual investments, acquisitions, divestments and reorganizations
- Group insurance and financing policies
- Reward and incentive scheme for Group management
- Appointing Board committees
- Monitoring and evaluating the actions of the President and CEO.
Detection Technology’s President and CEO is in charge of ensuring that the Board members have necessary and sufficient information on the company’s operations.
In accordance with the Articles of Association, the Board of Directors consists of a minimum of three and a maximum of six regular members. The Board members are elected by the Annual General Meeting for one term of office at a time. The term of office begins at the end of the General Meeting that elected the Board and expires at the end of the first Annual General Meeting of shareholders following the election. The Articles of Association place no restrictions on the power of the General Meeting to elect members to the Board of Directors.
The Board of Directors elects the Chairman from its members, and the Board of Directors is deemed to have a quorum present when at least half of its members are present. In addition to matters to be resolved, the Board of Directors is given real-time information on the operation, financial standing and risks of the Group at their meetings. The Board of Directors convenes at reasonable intervals during the year according to an agreed schedule, in addition to which it convenes when necessary. Minutes are kept for all meetings.