Board of Directors

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Harvia’s Board of Directors consists of three to six members. The members are elected in the Annual General Meeting for a one-year term which expires at the end of the Annual General Meeting following their election. The Board of Directors elects a Chairperson from among its members. The majority of the Board members shall be independent of the company, with at least two of these members also being independent of the major shareholders of the company. In the selection of members, attention shall be paid to members’ mutually complementary experience and competence in the company’s business area and its development stage.

The duties and activities of the Board of Directors are defined by the Finnish Limited Liability Companies Act, the Finnish Corporate Governance Code 2015, other applicable legislation, Harvia’s Articles of Association and the Rules of Procedure of the Board of Directors.

RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

The Board of Directors has drafted written Rules of Procedure that define its key duties and operating principles. The Board of Directors approves Harvia’s strategy and supervises its implementation. The duties of the Board of Directors include approving the company’s financial statements and interim reports and monitoring the appropriateness of accounting and the company’s financial management. The Board of Directors decides on significant loans, acquisitions and investments, and approves annual and long-term business plans and budgets as well as the principles of risk management. The Board of Directors also decides on the principles according to which the management may make decisions regarding investments, acquisitions and divestments and issuing of guarantees. The Board of Directors approves the Group’s long- and short-term remuneration schemes and their realization. The Board of Directors appoints Harvia’s CEO and decides on the terms of the CEO’s employment contract.

The Board of Directors assesses its operations and ways of working annually as an internal self-assessment. The self-assessment was carried out also in 2018.

THE BOARD OF DIRECTORS IN 2018

The members of the Board of Directors in 2018 were 1 January–8 February 2018 Olli Liitola (Chairperson), Anders Björkell, Pertti Harvia and Ia Adlercreutz. Ari Hiltunen was elected as member of the Board on 9 February 2018. In the Annual General Meeting held on 2 March 2018 Anders Björkell, Pertti Harvia, Ia Adlercreutz and Ari Hiltunen were re-elected as members of the Board. The Annual General Meeting elected Olli Liitola as the Chairperson of the Board of Directors.

In 2018, the Board of Directors convened 18times in total, with an average attendance rate of 97.8 percent. The members attended the meetings as follows: Olli Liitola (18/18), Anders Björkell (18/18), Pertti Harvia (18/18), Ia Adlercreutz (16/18) and Ari Hiltunen (17/17).

DIVERSITY OF THE BOARD

A person elected as a member of the Harvia’s Board of Directors must have qualifications required for the task as well as adequate availability for carrying out the duties of a Board member. When electing Board members, attention shall be paid to members’ mutually complementary experience and competence from the perspective of the company’s business area and its development stage. Varied professional and educational backgrounds support the diversity of the Board. The goal is to promote gender equality in the selection of Board members.

When electing Board members, the objective is to ensure that the Board of Directors as a whole enables efficient management of the Board’s responsibilities and supports the development of Harvia’s business.

In 2018, both genders were represented in the company’s Board of Directors. Ari Hiltunen was elected as a member of the Board in 2018, who reinforces Harvia’s Board, especially as a member who is independent of the company and its major shareholders. In addition, he brings his experience from local (Central Finland) business, business development and interest promotion to the Board.

AUDIT COMMITTEE

To enhance the efficiency of its work, the Board of Directors has set up an Audit Committee. The Committee has no independent decision-making authority; it functions as a preparatory body, and the matters it addresses are brought to be decided on by the Board of Directors.

The Board of Directors annually elects from among its members the chairperson and members of the Committee and confirms its written Rules of Procedure. The Audit Committee consists of a minimum of three Board members. The majority of the members of the Committee shall be independent of the company, with at least one member also being independent of the major shareholders of the company. At least one member of the Audit Committee shall also have expertise in accounting or auditing.

When it comes to the company’s financial reporting and auditing, the duties of the Audit Committee consist particularly of monitoring and assessing the company’s financial reporting system, the efficiency of its internal control and audit as well as that of the risk management systems, and the independence of the auditor and especially the non-auditing services provided by the auditor. In addition, the Audit Committee is tasked with monitoring the company’s audit and preparing the selection of the company’s auditor.

In 2018, the Board of Directors appointed from its members Olli Liitola (Chairperson), Anders Björkell and Ari Hiltunen to the Audit Committee.

In 2018, the Audit Committee convened four times in total, with an average attendance rate of 100 percent. The members attended the meetings as follows: Olli Liitola (4/4), Anders Björkell (4/4) and Ari Hiltunen (4/4).