Activities and duties

The parent company of the Group is Orion Corporation, whose shareholders exercise their decision-making power at a General Meeting of Shareholders in accordance with the Limited Liability Companies Act and the Articles of Association. The Board of Directors of the parent company comprises at least five and at most eight members elected by a General Meeting of Shareholders.

The term of the members of the Board of Directors ends at the end of the Annual General Meeting of Shareholders following the election. A General Meeting of Shareholders elects the Chairman of the Board of Directors, and the Board of Directors elects the Vice Chairman of the Board of Directors, both for the same term as the other members.

The Board of Directors manages the operations of the Company in accordance with the provisions of the law and the Articles of Association. The Board of Directors of the parent company also functions as the so-called Group Board of Directors. It handles and decides all the most important issues relating to the operations of the whole Group or any units irrespective of whether the issues legally require a decision of the Board of Directors. The Board of Directors may handle any issue relating to a company or unit of the Orion Group if deemed appropriate by the Board of Directors or the President and CEO of the parent company. The Board also makes sure that good corporate governance practices are followed in the Orion Group. The Board’s charter includes a list of key matters to be handled by the Board of Directors.

The Board of Directors has an Audit Committee, a Remuneration Committee and an R&D Committee. The members and the chairmen of the committees are elected by the Board of Directors from among itself in the organising meeting following the election of the Directors. Each committee shall have at least three members and they shall have the expertise and experience required for the duties of the committee. The designated auditor of the Company's auditor also attends the meetings of the Audit Committee. The committees prepare matters belonging to their sphere of responsibility and make proposals on these matters to the Board of Directors.

In addition to the committees composed of Board members, the Company has a Nomination Committee which can also include persons other than members of the Board. The Nomination Committee prepares a recommendation to the Board of Directors for the proposal to the Annual General Meeting of shareholders concerning the composition and compensation of the Board. In its recommendation, the Committee observes the recommendations 8 and 10 of the Corporate Governance Code concerning the composition of the Board and the independence of the Directors. 

Members of the Board of Directors

The Annual General Meeting held on 20 March 2018 elected seven members to the Board of Directors. Heikki Westerlund was elected Chairman. At its organising meeting, the Board of Directors elected Timo Maasilta as Vice Chairman.

Composition of the Board of Directors as of 20 March 2018:

 

Board of Directors

Born

Education

Main position

Heikki Westerlund

Chairman

1966

M.Sc. (Econ.)

Board professional

Timo Maasilta

Vice Chairman

1954

M.Sc. (Eng.)

Managing Director of Maa- ja vesitekniikan tuki ry and Tukinvest Oy

Sirpa Jalkanen

Member

1954

M.D.

Academy professor

Ari Lehtoranta

Member

1963

M.Sc. (Eng.)

President and CEO of Caverion Corporation

Hilpi Rautelin

Member

1961

M.D., Ph.D., Specialist in Clinical Microbiology

Professor of Clinical Bacteriology, Uppsala University

Eija Ronkainen

Member

1966

Licentiate of Medicine, Specialist in Internal Medicine

Specialist in Internal Medicine, Hyvinkää Hospital

Mikael Silvennoinen 

Member

1956

M.Sc. (Econ.)

Executive Chairman of IMS Talent Oy 

Independence of the Board members

In its organizing meeting the Board of Directors has assessed the independence of its members and concluded that all the members are independent of the Company and its significant shareholders in the manner described in the Finnish Corporate Governance Code.

Meetings of Board of Directors and Board’s right to receive information

A new member of the Board of Directors shall at the start of the term of office be familiarised with the Company structure, strategy, operations and different business areas, and the Group’s Corporate Governance.

In 2017, altogether 14 Board meetings were held (14 Board meetings in 2016). The Directors attended the meetings as follows: Heikki Westerlund 14, Timo Maasilta 14, Sirpa Jalkanen 14, Ari Lehtoranta 9 (member as of 22 March 2017), Hilpi Rautelin 10 (member as of 22 March 2017), Eija Ronkainen 14 and Mikael Silvennoinen 14 meetings. Hannu Syrjänen (Chairman until 22 March 2017) attended 4 meetings and Jukka Ylppö (member until 22 March 2017) 4 meetings. The average attendance of the members was 99% (100%).

The Board of Directors conducted the most recent self-evaluation in autumn 2017. In the annually made evaluation, the Board assesses, i.a., matters related to the Group’s strategy and targets, the Board’s operational efficacy and performance, the Board’s role in establishing the control systems for the Group, the efficiency of the Board meetings, and the Board’s working atmosphere. In self-evaluation, the Board assesses, also the performance of committees of the Board of Directors.  

Charter of the Board of Directors

The Board of Directors shall meet as often as is required by its duties. An annual schedule shall be confirmed for the regular meetings,  i.e. for those to be held prior to the disclosure of the annual financial statements and  interim reports, the strategy meeting and other meetings confirmed in the annual programme. In addition to the regular meetings, the Board can have additional meetings.

The Board of Directors has adopted a written charter containing the rules for:

  • constitution of the Board of Directors
  • meeting arrangements
  • minutes of the meetings
  • confidentiality obligations of Board members
  • ineligibility situations
  • the most important matters to be handled by the Board
  • communication about the matters handled by the Board
  • self-evaluation of the Board’s performance and working methods

The members of the Board have an obligation to see to it that the provision of the Companies Act pertaining disqualification. A disqualified member shall inform about his/her disqualification before the consideration of the matter and withdraw from the consideration. Disqualification shall always be recorded into the minutes of the meeting.    

The members of the Board shall follow the obligations concerning insiders provided in legislation, regulations and the Insider Guidelines of the Orion Group.    

The Board of Directors conducts regular self-evaluations of its operation and working methods.