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Board of Directors

Composition

Pursuant to the Articles of Association, the Board comprises a minimum of five and a maximum of seven members, elected for a one-year term starting at closing of the Annual General Meeting (AGM) at which they were elected and expiring at closing of the following AGM. Board members may be elected or removed only by a resolution adopted by the shareholders in a general meeting. The number of terms a Board member may serve is not limited, nor is there any defined retirement age. The Board elects a Chair and a Deputy Chair for one year at a time from amongst its members.

In March 2015, the AGM elected the following six members to the Board:

  • Mr Jorma Eloranta, born 1951, M. Sc. (Tech.), Doctor of Science in Technology h.c., member of the Uponor Board since 2005
  • Mr Timo Ihamuotila, born 1966, Licentiate of Science (Finance), Executive Vice President and Group Chief Financial Officer, Nokia, member of the Uponor Board since 2013
  • Ms Eva Nygren, born 1955, Architect, member of the Uponor Board since 2011
  • Ms Annika Paasikivi, born 1975, B.A, M.Sc. (global politics), Chief Operating Officer, Oras Invest Ltd and CEO, Finow Ltd, member of the Uponor Board since 2014
  • Mr Jari Rosendal, born 1965, M. Sc. (Tech.), President & CEO, Kemira Oyj, member of the Uponor Board since 2012
  • Dr Markus Lengauer, born 1965, Master of Engineering, Doctorate in Mechanical Engineering, member of the Uponor Board since 2015.

More detailed information on Uponor's Board members.

The Company complies with the recommendations on issues related to Board members, their independence and non-executive position, issued by the Securities Market Association. All of the current Board members are independent of the Company. The Chair of the Board, Mr Eloranta, has served as a member in the Uponor Board since 2005, as a deputy Chair since 15 March 2012 and as a Chair since 19 March 2014. The Board has concluded unanimously, and based on an overall evaluation and factual circumstances, that Mr Jorma Eloranta is still independent of the company irrespective of the fact that he has served as a member in the Board of the company for more than 10 years. All the current Board members, with the exception of Ms Annika Paasikivi, are also independent of major shareholders. According to Finnish legislation, all Board members are required to act in the best interest of the Company and its subsidiaries ("Group") as well as shareholders, and to disclose any potential conflicts of interest.

It is in the interests of the Company and its stakeholders that the Board members represent expertise in various fields, such as the Group's industry, relevant technologies, financing, risk management and international sales and marketing.

The AGM determines Board remuneration and fees. Based on the 2015 AGM's decision, the annual Board remuneration is as follows: €88,000 for the Chair, €49,000 for the Deputy Chair, €49,000 for the Chair of the Audit Committee and €44,000 for ordinary members. The AGM further decided that approximately 40 per cent of the annual remuneration be paid in company shares acquired on behalf and in the name of the Board members, and approximately 60 per cent in cash.

The AGM further decided that a separate remuneration per meeting shall be paid to Board members for all meetings, amounting to €600 for meetings held in the country of residence of the member, €1,200 for meetings held elsewhere on the same continent, and €2,400 for meetings held on another continent. The remuneration for telephone meetings shall be the same as for meetings held in the country of residence of the member in question.

Travel expenses are compensated for in accordance with the Company travel policy.

According to Uponor's policy, remuneration and fees are paid only to non-executive Board members.

The Company has taken out voluntary pension insurance for Board members. Upon retirement, this entitles them to pension according to the Finnish Employees' Pensions Act (TyEL).

The Board members are not involved in the Company's share-based incentive scheme.
 

The attached table shows the total annual remuneration paid to Board members in 2015:

Board of
Directors

Audit Committee

Personnel and Remuneration Committee

Remuneration in cash

Remuneration in shares

Remuneration in shares

Remuneration for board and committee meetings

 

 

 

Value, €

Number of shares

Total €

Eloranta, Jorma, Chair

 

Chair

52,805

35,195

2,376

10,800

Ihamuotila, Timo J.

Chair

 

29,403

19,597

1,323

9,000

Nygren, Eva

 

 

26,403

17,597

1,188

6,000

Paasikivi, Annika, Deputy Chair

Member

Member

29,403

19,597

1,323

13,200

Rosendal, Jari

Member

 

26,403

17,597

1,188

9,000

Simon, Rainer S., member until 17 March

 

 

 -

 -

 -

2,400

Markus Lengauer, member as of 17 March

Member

 

26,403

17,597

1,188

10,200

In total

 

 

190,818

127,182

8,586

60,600

 

Duties

In accordance with the Finnish Companies Act, the Board of Directors is responsible for the management of the Company and the proper organisation of its activities. The Board's main duty is to direct the Group's operations in such a way that, in the long run, the yield to shareholders is secured, while simultaneously taking the expectations of various stakeholders into account. In addition to its statutory duties, the Board takes decisions on all other significant issues.

According to the charter of the Board of the Directors, the Board shall, among other things:

a) annually review and determine the rules of procedure of the Board and the Executive Committee ('ExCom');
b) approve the Group's values and monitor their implementation;
c) approve the Group's basic strategy and monitor its implementation and updating,
d) determine the dividend policy;
e) present a proposal to the general meeting of shareholders on the payment of the dividend, including the amount and time of payment;
f) approve the annual operational plan and budget based on the strategy, as well as monitor their implementation;
g) annually approve the total amount of investments as well as any investments that exceed the approved total annual investment limit;
h) approve investments and leasing arrangements whose net present value exceeds the limit specified in the Signing and Authorisation Policy;
i) approve acquisitions, joint ventures, partnerships, licensing arrangements and asset divestments that exceed the limits specified in the Signing and Authorisation Policy;
j) approve the Group's general organisational structure;
k) appoint and dismiss the CEO and determine the terms of his/her service contract;
l) prepare and approve the CEO's annual compensation;
m) approve the appointment and dismissal of members of ExCom;
n) approve annual compensation for the members of ExCom;
o) prepare and approve a succession plan for the CEO;
p) approve succession plans for members of ExCom;
q) approve the interim reports, the annual report and the annual financial statements;
r) meet the external auditor at least once a year in a closed session without the management;
s) prepare the proposals for general meetings of shareholders;
t) annually evaluate the performance of the CEO and members of the Board as well as that of the Chair;
u) approve key Group operational policies, such as compensation policy;
v) deal with other issues raised by the Chair or the CEO.

 

Meetings and decision-making

The Board meets on average 10 times a year. Some meetings may be held as teleconferences. Two of the meetings should take place at different business units. The Board may also meet at any time without the presence of the management and make decisions without holding a meeting. Minutes of a meeting are taken in English for each meeting.

During 2015, the Board held ten meetings in total, two at a business unit and three as teleconference meetings. Eight non-attendances were recorded (Eva Nygren four, Timo Ihamuotila three and Jari Rosendal one), four of which were partial (Timo Ihamuotila two, Eva Nygren one and Jari Rosendal one). Further, the Board made eight decisions without having a meeting.

The CEO shall prepare the Board meeting agenda for the review by the Chair. Any Board member may recommend the inclusion of a specific agenda item, such recommendations being accommodated to the extent practicable. Material for Board meetings shall be distributed to the members well in advance of each meeting.

The CEO and the Secretary to the Board shall attend Board meetings on a regular basis, while other members of the corporate management shall attend at the Chair's invitation.

Board members shall have complete access to members of the ExCom and vice versa. Any non-routine communications shall be reported to the CEO.

The Board constitutes a quorum when more than half of the members are present. Decisions shall be made on a simple majority basis, with the Chair casting the deciding vote should the votes be even.

 

Diversity principles of the board of directors

Approved on 12 December 2016

When designing the composition of the Board of Directors, the Nomination Board of the company assesses the Board composition from the viewpoint of the company’s current and future business needs, while taking into account the diversity of the Board.

The diversity of the Board of Directors will be assessed from various viewpoints. The members of Uponor’s Board of Directors shall have sufficient and complementary experience and expertise in the key industries and markets relevant to Uponor’s business. In addition, an essential element is the personal characteristics of the members and their diversity.

Expertise

Knowledge on the company’s value creation drivers
Industry
Relevant markets and technologies
Accounting and finance
Governance

 

Personal characteristics

Professional experience
Education
Gender
Age
Personality
 

 

Objective

The company’s aim is that the Board of Directors represents diverse expertise in different industries and markets, diverse professional and educational background, diverse age distribution and both genders. Concerning gender diversity the objective is that both genders are represented in the Board by at least two members.

 

 

Reporting

The realisation of the diversity principles is monitored and reported in the company's Corporate Governance Statement.

 

Updated : 02.01.2017