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: 70,000

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.

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.

Sanna Suvanto-Harsaae
Board member

Sanna Suvanto-Harsaae

Board member
Bachelor of Science (Business Administration)
b. 1966, Finnish and Danish citizen
Member of the Board of Directors from 2020

Independent of the company and its major shareholders
Shares: 350

Positions of trust:
Posti Group Corporation, Chairman of the Board
Altia Oyj, Charman of the Board
BoConcept AB, Chairman of the Board
Babysam AS, Chairman of the Board
TCM AS, Chairman of the Board
Nordic Pet Care Group AS, Chairman of the Board
Footway AB, Chairman of the Board
Paulig Oy, Chairman of the Board
Isadora AB, Chairman of the Board
SAS AB, Member of the Board
Broman Group Oy, Member of the Board
Independent of the company and its major shareholders

Kalle Kekkonen
Board member

Kalle Kekkonen

Board member
Master of Science in Economics and Business Administration
b. 1978, Finnish citizen
Member of the Board of Directors from 2020

Independent of the company but not independent of the company’s major shareholders
Shares: 5.000

Work history:
Onvest Oy, Managing Director 2018−,
KONE Oyj, Head of Alliances and Acquisitions 2012−2018
Carnegie Investment Bank AB, Associate Director and Partner 2010−2012

Positions of trust:
Feon Oy, Member of the Board

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 2020

The Annual General Meeting held at 2.4.2020 resolved that the Board of Directors consists of five members. Olli Liitola, Ia Adlercreutz and Ari Hiltunen were re-elected to the Board of Directors and Sanna Suvanto-Harsaae and Kalle Kekkonen were elected as new members of the Board of Directors.

Ia Adlercreutz, Ari Hiltunen, Olli Liitola and Sanna Suvanto-Harsaae are independent of the company and its major shareholders. Kalle Kekkonen is independent of the Company.

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 2020, the Board of Directors appointed Olli Liitola, Sanna Suvanto-Harsaae and Kalle Kekkonen as members of 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).

Shareholders’ nomination board

Harvia’s Annual General Meeting held at April 2 2020 resolved that a shareholders’ nomination board shall be established to prepare proposals concerning the election and remuneration of the Board Members as well as the remuneration of the members of the various Board committees that will be submitted to future Annual General Meetings and to any Extraordinary General Meetings where necessary. 

Pursuant to the Board’s proposal, the shareholders’ nomination board would be comprised of representatives appointed by the company’s four largest shareholders. 

Each year, those four shareholders that hold the largest share of the votes conferred by all shares in the company on the first working day of the September preceding the applicable Annual General Meeting pursuant to the shareholders’ register maintained by Euroclear Finland Ltd will be entitled to appoint members that represent the shareholders. 

The Chairman of the Board of Directors will request the four largest shareholders, which will be determined as stated above, to each appoint one member to the shareholders’ nomination board. In the event that a shareholder has divided its holdings e.g. between several funds or its holdings are registered in several registers and the shareholder is obliged, under the Finnish Securities Markets Act, to take these holdings into consideration when disclosing any changes in its ownership shares (flagging obligation), all of the holdings of such a shareholder will be taken into consideration when calculating its share of all votes in order to determine whether the said shareholder is entitled to appoint a member to the shareholders’ nomination board if the shareholder submits a written request to the Chairman of the Board of Directors to that effect on the 31st day of the August preceding the applicable Annual General Meeting.

In the event that two or more shareholders hold equal ownership shares and the representative of both or all shareholders cannot be appointed to serve on the shareholders’ nomination board, the right to appoint a representative to the shareholders’ nomination board will be decided by drawing lots. 

If a shareholder does not wish to exercise its right of appointment, the right will be transferred to the next largest shareholder that would otherwise not have the right of appointment.

The Chairman of the Board of Directors will convene the first meeting of each term of office of the shareholders’ nomination board, and the representative of the largest shareholder will be appointed as the chairman of the shareholders’ nomination board, unless the shareholders’ nomination board specifically decides otherwise. In the event that the representative of one of the largest shareholders simultaneously serves as the Chairman of the company’s Board of Directors, they cannot be appointed as the chairman of the shareholders’ nomination board, but they can serve as a member thereof as a representative of the relevant shareholder. Once the shareholders’ nomination board has been elected, the company will publish a stock exchange release to announce the composition thereof.

The shareholders’ nomination board must submit its proposal to the company’s Board of Directors on an annual basis and at the latest on the 31st day of the January preceding the applicable Annual General Meeting. The shareholders’ nomination board must keep all proposals confidential until the company has published them. All inside information that the members of the shareholders’ nomination board become aware of is subject to the provisions of the Finnish Securities Markets Act.

The shareholders’ nomination board that will be established will operate until further notice, i.e. until the General Meeting decides otherwise. The term of office of the members of the shareholders’ nomination board will end upon the appointment of the members of the new shareholders’ nomination board. The members of the shareholders’ nomination board will not receive any compensation for acting as a member thereof. The members will be compensated for their travel costs in accordance with the company’s travel policy. In order to carry out its duties and where necessary, the shareholders’ nomination board may retain the services of external experts whose costs are subject to the approval of the company.