Board of Directors
until March 31, 2022
Board in general
Neles’ Board consists of five to eight members, which the Annual General Meeting elects for a term that lasts until the end of the next Annual General Meeting. According to the Finnish Act on Personnel Representation in the Administration of Undertakings, a personnel representative participates in the meetings as an invited expert with no voting rights or legal liability for the Board’s decisions. There is no specific order of appointment of Board members.
The Board is convened by the Chairman or, if the Chairman is unavailable, by the Vice Chairman. The Board has a quorum when more than half of the members are present and one of these is the Chairman or the Vice Chairman. A decision of the Board shall be carried by a majority of those present or, in the case of a tie, the Chairman shall have the casting vote. Neles’ President and CEO, and CFO, participate in the Board meetings, and General Counsel acts as Secretary of the Board. Other Neles Executive Team members and other executives participate in the meetings when needed.
Board members
The composition of the Board of Directors is based on the proposal of the Nomination Board. Jaakko Eskola is Chair of the Board, Anu Hämäläinen is Vice Chair of the Board, and Niko Pakalén, Teija Sarajärvi, Jukka Tiitinen and Mark Vernon are members of the Board.
Committees of the Neles Board of Directors
The Board of Directors has appointed the following committees and members:
- Audit Committee: Anu Hämäläinen (Chair of the Audit Committee), Jukka Tiitinen and Niko Pakalén
- Remuneration Committee: Jaakko Eskola (Chair of the Remuneration Committee), Niko Pakalen, Teija Sarajärvi and Mark Vernon
Jaakko Eskola
Chair of the Neles Board and Chair of the Remuneration Committee since 2021
Nationality: Finnish
Born: 1958
Education: M.Sc., Engineering
Independent of the company
Independent of significant shareholders
Career
2015-2021 President & CEO of Wärtsilä Corporation
2013-2015 Senior Executive Vice President & Deputy to the CEO, Wärtsilä
2006-2015 President, Marine Solutions, Wärtsilä
Other positions of trust
2021- Varma Mutual Pension Insurance Company, Chairman of the Board
2021- Suominen Oyj, Chairman of the Board
2021- Enersense International Oyj, Chairman of the Board
2021- Noctucon Oy, Chairman of the Board
2021- Cargotec Oyj, Member of the Board
Anu Hämäläinen
Vice Chair of the Board since 2021
Chair of the Audit Committee since 2020
Nationality: Finnish
Born: 1965
Education: M.Sc., Economics
Independent of the company and significant shareholders
Shareholding (Dec 31, 2020): 1,606 shares
Career
2020- Kesko Corporation, VP, Group Treasury & Financial Services
2015-20 Wärtsilä Corporation, VP, Group Treasury & Financial Services & Support
2008-15 Wärtsilä, VP, Group Control & Director, Financial Accounting
Other positions of trust
2021- Vähittäiskaupan Tilipalvelu VTP Oy, Member of the Board
2019- Finnish Fund for Industrial Cooperation Ltd, Member of the Board
2019-20 Outotec Oyj, Member of the Board
2016-20 Fingrid Oyj, Member of the Board
2012-19 Glaston Corporation, Member of the Board
Niko Pakalén
Member of the Board and Member of the Remuneration Committee since 2020
Member of the Audit committee since 2021
Nationality: Finnish and Swedish citizen
Born: 1986
Education: M.Sc., Economics
Independent of the company
Not independent of significant shareholders
Shareholding as of December 31, 2020: 1,421 shares
Career
2017- Cevian Capital AB, Partner
2011-2016 Cevian Capital AB, Various roles
2008-2011 Danske Bank Corporate Finance, Associate, Analyst
Other positions of trust
2019- TietoEVRY Oyj, Member of the Board
Teija Sarajärvi
Member of the Neles Board and the Remuneration Committee since 2020
Nationality: Finnish
Born: 1969
Education: MA
Independent of the company
Independent of significant shareholders
Shareholding as of December 31, 2020: 1,328 shares
Career
2022- Wärtsilä Oyj, Executive VP, HR
2020-2021 Huhtamäki Oyj, Executive VP, HR and Safety
2015-2020 Huhtamäki Oyj, SVP, HR
2012-2015 OP Financial Group, Executive VP, HR
2009-2012 Metso Oyj, SVP, HR, several roles
Other positions of trust
2019-2020 Outotec Oyj, Member of the Board
2017-2019 Sarlin Group Oy Ab, Member of the Board
2013‐2015 Federation of Finnish Financial Service, Chairman of Labour Market Committee
2014‐2015 Confederation of Finnish Industries, Member of Skilled Workforce Committee
Jukka Tiitinen
Member of the Neles Board and the Audit Committee since 2020
Nationality: Finnish and U.S.
Born: 1965
Education: M.Sc., Engineering
Independent of the company
Non-independent of significant shareholders
Shareholding as of December 31, 2020: 924 shares
Career
2021- Valmet Oyj, Area President, North America
2017-2021 Valmet Oyj, Area President, Asia Pacific
2013-2017 Valmet Oyj, President, Services Business Line
2011-2013 Metso Oyj, President, Services Business Line, Metso Pulp, Paper and Power
2004-2011 Metso Paper, Inc., President, North America
2001-2004 Metso Paper Oy, President, Service Business Line
Other positions of trust
2015- Miramarway Invest Oy, Chairman of the Board
Mark Vernon
Member of the Neles Board and Remuneration Committee since 2020
Nationality: U.S.
Born: 1953
Education: B.Sc., Physical Engineering
Independent of the company
Independent of significant shareholders
Shareholding as of December 31, 2020: 1,699 shares
Career
2008-2014 Spirax Sarco Engineering Plc, Group CEO
2003-2008 Spirax Sarco Engineering Plc, various executive roles
2001-2003 NightWatch Capital Partners, Managing Principal
2000-2001 Tinicum Capital Partners, Investment Advisor
1997-1999 Flowserve Corporation, Group Vice President, Flow Control
Other positions of trust
2018- LiqTech International, Chairman of the Board
2013-2018 LiqTech International, Member of the Board
2011-2020 Senior plc, Member of the Board
Board's main duties
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To approve Neles’ long-term goals and strategy
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To approve annual business and other major action plans
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To approve Neles’ organizational structure and the principles for the incentive systems and remuneration policy
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To appoint and dismiss the President and CEO, and to approve the appointment and dismissal of the Deputy to the CEO, the Neles Executive Management Team members and the Presidents of the reporting segments based on a proposal by the President and CEO
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To monitor and evaluate the performance of the President and CEO and to decide upon his/her remuneration and benefits
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To ensure that the supervision of the accounting and financial matters is properly organized, and to ensure proper preparation of the interim and annual financial statements
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To ensure the adequacy of planning, information and control systems for monitoring the bookkeeping and handling of financial matters and risk management
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To make proposals for and convene the Annual General Meeting of Shareholders and Extraordinary Meetings of Shareholders
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To decide upon other matters that do not belong to day-to-day operations or matters that are of material importance, such as major investments, acquisitions and divestitures, major joint ventures and loan agreements as well as major financial guarantees. The Board also decides upon principles within the framework of which Neles’ management can make decisions on investments, business acquisitions and divestitures, and financial guarantees
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To approve Neles’ corporate policies in key management areas, like corporate governance, risk management, financial control, treasury, internal control, information security, corporate communications, human resources, environment and disclosure policy, and code of conduct. Neles’ President and CEO approves more detailed and supplementary guidelines for the application of the Board approved policies
- To annually conduct a self-assessment
Repurchase of the Company’s own shares
The AGM decided, in accordance with proposal of the Board of Directors, to authorize the Board of Directors to decide on the repurchase of the Company’s own shares as follows.
The number of own shares to be repurchased shall not exceed 5,000,000 shares, which corresponds to approximately 3.3 percent of all the shares in the Company. Own shares can be repurchased also otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own shares can be repurchased using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a market-based price.
Shares may be repurchased in order to develop the Company’s capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of the Company’s incentive schemes.
The repurchased own shares may be held by the Company, cancelled, or transferred further.
The Board of Directors was authorized to decide on all other matters related to the repurchase of own shares. The authorization is effective until June 30, 2022, and it cancels the authorization given by the AGM on June 16, 2020 to decide on the repurchase of the Company's own shares.
Decide on the issuance of shares and the issuance of special rights entitling to shares
In accordance with the proposal by the Board of Directors, the AGM authorized the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows.
The number of shares to be issued either directly or on the basis of special rights entitling to shares shall not exceed 15,000,000 shares in aggregate, which corresponds to approximately 10 percent of all of the shares in the Company.
The Board of Directors was authorized to decide on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorization is effective until June 30, 2022, and it cancels the authorization given by the AGM on June 16, 2020 to decide on the issuance of shares and the issuance of special rights entitling to shares.
Board diversity
Diversity supports the Board of Directors’ optimal competence profile, which enables the Board to support Neles in achieving its strategic goals now and in the future. Important diversity factors for Neles’ Board of Directors are:
- mutually complementary expertise
- educational background
- experience in different professional areas and industrial sectors
- experience in businesses in various stages of development
- experience in international operating environments
- leadership experience
- personal capabilities
- cultural background
- age and gender breakdown
When planning the composition of the Board of Directors, the Nomination Board takes into consideration the needs and development phases of Neles’ businesses and the competence areas required by the Board and its committees. In addition, individuals must be qualified for the position, a good fit with Board’s competence profile and able to allocate enough time to carry out their responsibilities. To achieve a balanced representation of genders within the Board, the Nomination Board seeks to include representatives of both genders in the Board candidate search and evaluation process. The status and progress of diversity is monitored by the Nomination Board in its self-assessment. There is no specific order of appointment of the Board members.
