The Board oversees the management and operations of Neles. It also decides on significant matters related to strategy, investments, organization, remuneration and finances.
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.
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, Petter Söderström and Jukka Tiitinen are members of the Board.
The Board of Directors has appointed the following committees and members:
Chair of the Neles Board and the Neles Remuneration Committee since 2020
Nationality: Finnish
Born: 1961
Education: MBA 1987-89, M.Sc. 1982-86
Independent of the company
Independent of significant shareholders
2020- Nokian Tyres plc, President and CEO
2008-2019 Huhtamäki Oyj, CEO
1991-2008 Ahlstrom Oyj (2004-2008 CEO)
1989-1991 McKinsey & Company, Associate
2014- Atria Oyj
2008- Suomen Messut
2019- Paulig Group
2019- Sulapac Oy
Vice Chair of the Neles Board and Member of the Neles Remuneration Committee since 2020
Nationality: U.S. citizen
Born: 1953
Education: B.Sc., Physical Chemistry, 1977
Independent of the company
Independent of significant shareholders
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 roles
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
Member of the Neles Board and the Neles Audit Committee since 2020
Nationality: German citizen
Born: 1966
Education: Ph.D. (Tech.) Operations Reseach, 1994
Dipl.-Wirtsch.-Ing. (Tech.) Mechanical Engineering, 1991
M.Eng. (Tech.) Aerospace Engineering, Aeronautics and Astronautics 1990
Independent of the company and significant shareholders
2021- CEO of Pfeiffer Vacuum Technology AG
Oct 2020-Dec 2020 Member of the Management Board at Pfeiffer Vacuum Technology AG
2019-2020 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 roles
1996-1998 Arthur D Little GmbH, Management Consultant
Member of the Neles Board and Chair of the Neles Audit Committee since 2020
Nationality: Finnish citizen
Born: 1965
Education: Master of Science, Economics
Independent of the company and significant shareholders
Nov 2020- Kesko, VP, Group Treasury and Financial Services
2015-2020 Wärtsilä Corporation, VP, 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 Sr. Partner
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
Member of the Neles Board and the Audit Committee since 2020
Nationality: Finnish and Swedish citizen
Born: 1986
Education: Master of Science, Economics
Independent of the company
Not independent of significant shareholders
2017- Cevian Capital, Partner
2011-2016 Cevian Capital, Various management positions
2008-2011 Danske Bank Corporate Finance, Associate, Analyst
2019- TietoEVRY, Member of the Board
Member of the Neles Board and the Remuneration Committee since 2020
Nationality: Finnish citizen
Born: 1969
Education: Master of Arts
Independent of the company
Independent of significant shareholders
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
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
Member of the Neles Board and Audit Committee since 2020
Nationality: Finnish citizen
Born: 1976
Education: Master of Science, Economics
Independent of the company
Independent of significant shareholders
2009- Solidium Oy, Investment Director
2008-2009 Leimdörfer Finland Oy, Partner
2002-2008 Mandatum & Co Oy, Partner
2000-2002 PricewaterhouseCoopers Oy, Senior Associate
Member of the Neles Board and the Audit Committee since 2020
Nationality: Finnish and U.S. citizen
Born: 1965
Education: Master of Science, Engineering
Independent of the company
Non-independent of significant shareholders
2021- Valmet, Area President, North America (starting April 1, 2021)
2017-2021 Valmet, Area President, Asia Pacific (until March 31, 2021)
2013-2017 Valmet, Business Line President, Services business line
2011-2013 Metso, President, Services business line, Metso Pulp, Paper and Power
2004-2011 Metso, President, Metso Paper, Inc. North America
2001-2004 Metso Paper Oy, President, Service business line
2000-2001 Metso Paper USA Inc./Valmet Inc., Vice President, Roll Services, North America business unit
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
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:
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.
