The Board oversees the management and operations of Neles. It also decides on significant matters related to strategy, investments, organization, remuneration and finances.

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. Jukka Moisio is Chair of the Board, Mark Vernon is Vice Chair of the Board, and Britta Giesen, Anu Hämäläinen, Niko Pakalén, Teija Sarajärvi and Petter Söderström 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), Britta Giesen, Niko Pakalén, and Petter Söderström
  • Remuneration Committee: Jukka Moisio (Chair), Mark Vernon, and Teija Sarajärvi

Jukka Moisio

Chair of the Neles Board since 2020

Nationality: Finnish
Born: 1961
Education: MBA 1987-89, M.Sc. 1982-86

Career

2020- Nokian Tyres plc, President and CEO
2008-2019 Huhtamäki Oyj, CEO
1991-2008 Ahlstrom Oyj (2004-2008 CEO)
1989-1991 McKinsey & Company, Associate

Other positions of trust

2014- Atria Oyj
2008- Suomen Messut 
2019- Paulig Group
2019- Sulapac Oy

“Neles has decades of proven track record of operational improvement and best-in-class profitability. With a clear and measurable growth strategy building on the company’s unique strengths, Neles will have the means to capitalize on both organic and inorganic growth opportunities while continuing to focus on delivering intelligent solutions to serve customers’ needs.”

Mark Vernon

Vice Chair of the Neles Board since 2020

Nationality: U.S. citizen
Born: 1953
Education: B.Sc., Physical Chemistry, 1977

Career

2003-2014 Spirax Sarco Engineering Plc (Group CEO 2008-2014)
2001-2003 Nightwatch Capital Partners, Managing Principal
2000-2001 Tinicum Capital Partners, Investment Advisor
1997-1999 Flowserve Corporation, Group Vice President, Flow Control
1987-1997 Durco International, Various executive roles
1978-1987 Valtek International, Various executive roles

Other positions of trust

2013- LiqTech International, Chairman of the Board (2013-2018 Board Member)
2011- Senior plc, Director (2011-2019 Board Member)
2017-2019 Senior plc, Senior Independent Director

Britta Giessen

Member of the Neles Board since 2020

Nationality: German citizen
Born: 1963
Education: Ph.D. (Tech.) Operations Reseach, 1994
Dipl.-Wirtsch.-Ing. (Tech.) Mechanical Engineering, 1991
M.Eng. (Tech.) Aerospace Engineering, Aeronautics and Astronautics 1990

Career

2019- ISS Facility Services Holding GmbH, COO
2017-2019 ERIKS Holding Deutschland GmbH, Managing Director, Germany
2014-2017 ThyssenKrupp Access Solutions GmbH, CEO
1998-2014 KSB AG, Various executive roles
1996-1998 Arthur D Little GmbH, Management Consultant
1994-1996 A.T. Kearney GmbH, Associate

Anu Hämäläinen

Member of the Neles Board since 2020

Nationality: Finnish citizen
Born: 1965
Education: Master of Science, Economics

Career

2015- Wärtsilä Corporation, Vice President, Group Treasury and Financial Services & Support
2008-2015 Wärtsilä, VP, Group Control and Director, Financial Accounting
2006-2008 SRV Group Plc, SVP, Financial Administration
2005-2006 Quorum Ltd (Group), Administration Director and Senior Partner
2004-2005 Conventum Securities Ltd, Managing Director

Other positions of trust

2019- Outotec, Member of the Board
2019- Finnfund, Member of the Board
2016- Fingrid Oyj, Member of the Board
2012-2019 Glaston Corporation, Member of the Board

Niko Pakalén

Member of the Neles Board since 2020

Nationality: Finnish and Swedish citizen
Born: 1986
Education: Master of Science, Economics

Career

2017- Cevian Capital, Partner
2011-2016 Cevian Capital, Various management positions
2008-2011 Danske Bank Corporate Finance, Associate, Analyst

Other positions of trust

2019- TietoEVRY, Member of the Board

Teija Sarajärvi

Member of the Neles Board since 2020

Nationality: Finnish citizen
Born: 1969
Education: Master of Arts

Career

2020- 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
1998-2009 Nokia Oyj, Director, HR, other roles

Other positions of trust

2019- 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
2012‐2015 Unico Banking Group, Member of HR Committee
2012‐2015 OP Pension Fund, OP Pension Foundation, Chairman of the Board

Petter Söderström

Member of the Neles Board since 2020

Nationality: Finnish citizen
Born: 1976
Education: Master of Science, Economics 

Career

2009- Solidium Oy, Investment Director
2008-2009 Leimdörfer Finland Oy, Partner
2002-2008 Mandatum & Co Oy, Partner
2000-2002 PricewaterhouseCoopers Oy, Senior Associate

Board's main duties

  • To approve Neles’ long-term goals and strategy

  • To approve annual business and other major action plans

  • To approve Neles’ organizational structure and the principles for the incentive systems and remuneration policy

  • 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

  • To monitor and evaluate the performance of the President and CEO and to decide upon his/her remuneration and benefits

  • 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

  • To ensure the adequacy of planning, information and control systems for monitoring the bookkeeping and handling of financial matters and risk management

  • To make proposals for and convene the Annual General Meeting of Shareholders and Extraordinary Meetings of Shareholders

  • 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

  • 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

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.