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 AGM shall elect the Chair of the Board, while the Board elects a Deputy Chair for one year at a time from amongst its members.

In March 2018, the AGM elected the following six members to the Board:

  • Ms Annika Paasikivi, born 1975, B.A, M.Sc. (global politics), President and CEO, Oras Invest Ltd and CEO, Finow Ltd, member of the Uponor Board since 2014
  • Mr Markus Lengauer, born 1965, M.Sc. (Eng.), Doctorate in Mechanical Engineering, President and CEO, Oras Group, member of the Uponor Board since 2015
  • Ms Pia Aaltonen-Forsell, born 1974, M. Soc.Sc.in Economics, CFO, Ahlstrom-Munksjö Oyj, member of the Uponor Board since 2017
  • Mr Johan Falk, born 1971, M.Sc. (Eng.), MBA, CEO, OneMed Group, member of the Uponor Board since 2018
  • Mr Casimir Lindholm, born 1971, M.Sc. (Econ.), MBA, member of Uponor Board since 2018
  • Ms Eva Nygren, born 1955, Architect, member of the Uponor Board since 2011

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. Based on the evaluation of the Board, all of the current Board members are independent of the Company. The Chair of the Board, Ms Annika Paasikivi, has served as a member and a Deputy Chair in the Uponor Board since 19 March 2014, and as a Chair since 13 March 2018. Based on the evaluation of the Board, all the current Board members, with the exception of Ms Annika Paasikivi and Mr Markus Lengauer, 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.

The AGM determines Board remuneration and fees. Based on the 2018 AGM's decision, the annual Board remuneration is as follows: €90,000 for the Chair of the Board, €51,000 for the Deputy Chair of the Board, €51,000 for the Chair of the Audit Committee and €46,000 for ordinary members. Approximately 40% shall be paid in Uponor Corporation shares, bought through public trading, and the rest in cash.

Additionally, a separate fee is to be paid to Board members for all Board and Committee meetings. This fee amounts to €600 for meetings held at 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 remuneration for meetings held at the country of residence of the member. In addition, a remuneration of €600 shall be paid to the Chair of the Board for each Board meeting and to the Chairs of the Board committees for each respective committee meeting. 

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

The AGM also decided that, in accordance with earlier practice, the company takes out voluntary pension insurance for Board members. Upon retirement, this entitles them to pension according to the Finnish Employees' Pensions Act (TyEL).

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

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 2017:

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 strategy in such a way that enables, in the long run, the Group to meet the set financial targets and the return to shareholders is secured, while simultaneously taking the expectations of various stakeholders into account. In addition to the 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) make 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 President and CEO and determine the terms of his/her service contract;

l) prepare and approve the President and 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 President and CEO;

p) approve succession plans for members of ExCom;

q) approve the interim reports, the half year financial report,  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 President and 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 President and 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 2017, the Board held nine meetings in total, two at a business unit and one as a teleconference meeting. Two partial non-attendances were recorded (Pia Aaltonen-Forsell one and Eva Nygren one). Further, the Board made three 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.

Board diversity principles

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.

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