Board of Directors

OLLI LIITOLA
Chairman of the Board

OLLI LIITOLA

Chairman of the Board

Master of Science in Engineering
born 1957, Finnish citizen
Chairman of the Board of Directors from 2014, member of the Board of Directors from 2014
Member of the Board’s Audit Committee
Independent of the company but not independent of the company’s major shareholders
Shares: 100,000

Work history:
CapMan Oyj Senior Advisor 2017–, Senior Partner 2010–2017, Deputy CEO 2005–2009 and CFO 1991–2007.

Positions of trust:
Chairman of the Board of Tilaisuuksien ideointi- ja toteuttamistoimisto Tapaus Oy from 2014, of Oy Lunawood Ltd from 2012, of Bright Group Oy from 2011. Member of the Board of Directors of Nice Entertainment Group Oy in 2008– 2013. Chairman of the Board of Directors of MOM Invest Oy from 2009 and of Momea Invest Oy from 1982.

IA ADLERCREUTZ
Board member

IA ADLERCREUTZ

Board member
Master of Arts, Master of Business Administration (MBA)
born 1971, Finnish citizen
Member of the Board of Directors from 2016
Independent of the company and its major shareholders
Shares: 21,000

Work history:
CEO of Co-founders Oy from 2016, Director of Brand and Marketing (Functional Products EMEA) of Fiskars Finland Oy in 2014–2016, Head of Brand and Concept Development of Fiskars Home Oy in 2012–2014 and various marketing management posts at Kekkilä Oy in 2004–2012.

Positions of trust:
Chairwoman of the Board of Directors of Spikesafe Oy from 2015, member of the Board of Directors of Co-founders Oy from 2016, of Detapo Oy from 2015 and of Turvanasta Oy from 2012.

ANDERS BJÖRKELL
Board member

ANDERS BJÖRKELL

Board member
Master of Science in Engineering, Master of Science in Economics and Business Administration
born 1969, Finnish citizen
Member of the Board of Directors from 2014
Member of the Board’s Audit Committee
Independent of the company and its major shareholders
Shares: 0

Work history:
CapMan Capital Management Oy Partner from 2001 and in different positions from 1997. Consultant at Energia-Ekono Oy, part of Pöyry Group, in 1993–1997.

Positions of trust:
Member of the Board of Directors of Bright Group Oy from 2019, of Walki Holding Oy 2016–2018 (Walki Group Oy 2007–2018), of Acona Invest AS from 2015, of Havator Group Oy from 2010 and of MPT Intressenter AB in 2012–2016.

PERTTI HARVIA
Board member

PERTTI HARVIA

Board member
post-secondary level degree in Engineering
born 1950, Finnish citizen
Member of the Board of Directors from 2016
Independent of the company’s major shareholders but not independent of the company
Shares: 429,290

Work history:
CEO of Harvia Oy in 2013–2016, Technical Director of Harvia Oy in 1973–2013.

Positions of trust:
Chairman of the Board of Directors of Tiipeti Oy from 2014.

ARI HILTUNEN
Board member

ARI HILTUNEN

Board member
Master of Science in Economics and Business Administration
born 1964, Finnish citizen
Member of the Board of Directors from 2018
Member of the Board’s Audit Committee
Independent of the company and its major shareholders
Shares: 1,500

Work history:
CEO of Central Finland Chamber of Commerce from 2017, CEO of Jyväskylä Regional Development Company Jykes Ltd. in 2011–2017 and sales director in Pohjola Insurance Ltd in 2005–2011.

Positions of trust:
Chairman of the Board of Kasvu Open Ltd. from 2019 and member of the Board in 2016–2017. Member of the Board of Midinvest Oy in 2013–2017, Chairman of the Board of Directors in JyväsSeedFund Oy in 2013–2015. Chairman and deputy Chairman of the Board of Directors of Jyväskyä Congress Center Ltd. in 2011–2017.

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.

Rules of procedure of the Board of Directors

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.

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 2019.

The Board of Directors in 2019

The Board of Directors comprises five (5) members, who were elected in the Annual General Meeting on April 4, 2019 for a term which expires at the end of the Annual General Meeting following their election: Olli Liitola, Anders Björkell, Pertti Harvia, Ia Adlercreutz and Ari Hiltunen. After the Annual General Meeting, the organizational meeting of the Board of Directors elected Olli Liitola as its Chairperson.

Based on an independency evaluation, the Board confirmed that Ia Adlercreutz and Ari Hiltunen are independent of the company and its major shareholders. Olli Liitola and Anders Björkell are independent of the company, and after Onvest Oy acquired CapMan’s shares in Harvia, they are also independent of the company’s major shareholders. Pertti Harvia is independent of the company’s major shareholders.

In 2019, the Board of Directors convened 20 times in total, with an average attendance rate of 99.0 percent. The members attended the meetings as follows: Olli Liitola (20/20), Anders Björkell (19/20), Pertti Harvia (20/20), Ia Adlercreutz (20/20) and Ari Hiltunen (20/20).

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. There are four men and one woman in the five Board members elected by the Annual General Meeting in April 2019.

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 2019, both genders were represented in the Company’s Board of Directors.

Audit Committee

To enhance the efficiency of its work, the Board of Directors has set up an Audit Committee. The Committee has no independent decisionmaking 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 2019, the Board of Directors appointed Olli Liitola, Anders Björkell and Ari Hiltunen to the Audit Committee.

In 2019, the Audit Committee convened four times. The average attendance rate was 100 percent. The members attended the meetings as follows: Olli Liitola (4/4), Anders Björkell (4/4) and Ari Hiltunen (4/4).