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 2020, 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 2023.
Composition of the Board of Directors
The Annual General Meeting held on 26 April 2024 resolved that the Board of Directors consists of six members. Anders Holmén, Hille Korhonen, Markus Lengauer, Olli Liitola, Heiner Olbrich and Catharina Stackelberg-Hammarén were re-elected to the Board of Directors.
All members of the Board of Directors are independent of the company and its major shareholders.
Diversity of the Board
Harvia’s Shareholders’ Nomination Board takes into account the principles concerning the Board of Directors’ diversity in its work and its proposals. A person elected as a member of 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 field of business and 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. 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.
Both genders are represented in the company’s Board of Directors. There are two women and four men among the six Board members elected by the Annual General Meeting in April 2024.
Audit Committee
To enhance the efficiency of its work, the Board of Directors has set up an Audit Committee. The Committee has no independent decision making 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.
According to its Charter, the duties of the Audit Committee related to financial reporting include, among others, monitoring the company’s financial statement and reporting process and the financial status and financing situation of the Group, handling the budget as well as the financial statements and board reports, interim financial reports, and the annual report. The Committee monitors the efficiency of the company’s internal control, any internal audits, and risk management systems, monitors the statutory audit of the financial statements, assesses the independence of the auditor as well as other non-audit services, and prepares a proposal on the appointment of the auditor. The Audit Committee monitors and assesses the company’s corporate responsibility and sustainability reporting processes and sustainability report verification, prepares the election procedure for the sustainability auditor, monitors the procedures followed in sustainability reporting and the effectiveness of internal control and risk management, as well as assesses and handles general corporate responsibility matters.
In 2024, the Board of Directors elected from among its members Anders Holmén and Markus Lengauer as members and Hille Korhonen as Chair of the Audit Committee.
Personnel and Remuneration Committee
The Board of Directors of Harvia Plc has resolved to establish a Personnel and Remuneration Committee from among its members, which shall assist the Board by preparing the remuneration and appointment matters of the CEO and other senior management of the Group, as well as the key principles and practices related to the remuneration of the company’s personnel. The Committee shall not make independent decisions without express authorization from the Board.
The Board selects from among its members the members and the chair of the Committee at the organizational meeting. The Committee shall consist of at least three members. The majority of the members of the Personnel and Remuneration Committee shall be independent of the company. The CEO or any other person in the management team of the company may not be a member of the Committee. However, the CEO may participate in the committee meetings at the request of the Committee, but without the right to vote thereat. The CEO may not, however, participate in any deliberations concerning their own salary, pension or other conditions and terms of employment. The Chair of the Committee may invite other participants to the meetings of the Committee.
According to its Charter, the duties of the Personnel and Remuneration Committee include preparing the governing bodies’ remuneration policy and report, presenting the governing bodies’ remuneration policy and report to the General Meeting and answering questions about them, preparing the appointment of the CEO and other members of the Management Team and succession planning, preparing and reviewing the remuneration of the CEO and other members of the Management Team, planning the remuneration of other personnel and organizational development, and monitoring and developing the company’s organization and personnel matters. In addition, the Personnel and Remuneration Committee may have other tasks that are appropriate to fulfil the role of the Committee.
When carrying out its duties, the Personnel and Remuneration Committee shall act independently with relation to the operative management of the company. If the Committee uses an external advisor to assist in carrying out its duties, the Committee shall ensure that the advisor is not also an advisor to the operative management in a manner that can result in a conflict of interest.
In 2024, the Board of Directors elected from among its members Olli Liitola and Catharina Stackelberg-Hammarén as members and Heiner Olbrich as Chair of the Personnel and Remuneration Committee.
Shareholders’ Nomination Board
Harvia’s Annual General Meeting held at 2 April 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.
The Shareholders’ Nomination Board is 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 are 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 Chair 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 Chair 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 Chair of the company’s Board of Directors, they cannot be appointed as the Chair 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 has been established to 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.
On 18 September 2023, Harvia announced that the following persons were appointed as members of the Shareholders’ Nomination Board: Juho Lipsanen (Onvest Oy), Jarno Käyhkö (WestStar Oy), Timo Harvia (Tiipeti Oy) and Annika Ekman (Keskinäinen Eläkevakuutusyhtiö Ilmarinen).
Olli Liitola, Chairperson of the company’s Board of Directors, serves as an expert in the Nomination Board but is not a member.
