Corporate governance

Corporate Governance > Board of Directors

Board of Directors

According to Talenom’s Articles of Association, the Board of Directors may consist of at least four (4) and at most eight (8) regular members. The term of the Board of Directors ends at the close of the next Annual General Meeting after the election. The General Meeting decides on the members and their number. The Board of Directors elects a Chairman from amongst its members for a term of one year. The term of office for the Board of Directors shall expire at the close of the next Annual General Meeting following their election.

Talenom’s Board of Directors is responsible for the company’s governance and proper organisation of operations. The Board of Directors has general competence to decide on all matters that are not reserved for the General Meeting of Shareholders or the CEO by law or the Articles of Association.

The Board of Directors convenes as often as necessary to fulfil its obligations. The Board of Directors has a quorum when more than half of its members are present. The Board of Directors is elected by the Annual General Meeting.

The Board of Directors decides on the company’s strategic policies, confirms the company’s business plan and budget, handling and approving the half-year report, financial statement and annual report. The Board of Directors also ensures that the company has set internal control and a risk management and disclosure policy, and that the company operates in the manner it has specified. In addition, the Board of Directors decides on strategically or financially significant investments, acquisitions and contingent liabilities, approves the company’s financial policy and decides on the remuneration and incentive scheme.

The Board of Directors decides on the company’s dividend policy, development of shareholder value, appoints the CEO, and decides on the remuneration to be paid to the CEO and other terms and conditions of the CEO’s contract and also appoints the Deputy CEO for the company.

The Board of Directors also monitors and oversees the Group’s financial reporting process and efficiency of risk management systems and is responsible for all other tasks prescribed to the Board in the Limited Liability Companies Act or elsewhere.

The Board of Directors can establish committees if the scope of Talenom’s business or efficient handling of the Board of Directors’ tasks so requires. The Board of Directors has not established any committees.

The Annual General Meeting, held on March 3, 2021, elected Harri Tahkola, Mikko Siuruainen, Olli Hyyppä, Johannes Karjula and Sampsa Laine to continue as the members of the Board of Directors for a new term of office and elected Elina Tourunen as new member of the Board of Directors.

Board members

Harri Tahkola, born 1972

M.SC. (Econ.)
Chairman of the Board since 2017 and
Board member since 1998

Background add

Key work experience

Harri Tahkola worked at Talenom in many different positions between 1994 and 2016, most recently as Talenom’s CEO from 2003 to 2016.

Key positions of trust

Harri Tahkola has served as the Chairman of the Board of Directors of Hacap Oy since 2016, Ducap Oy since 2011, and Omago Oy since 2017. In addition, he has been a member of the Boards of Alfa Finance Oy since 2014, Hemmo Capital Oy since 2010 and Citinvest Oy since 2010.

Independence

Harri Tahkola is not independent of the company based on an overall assessment (more than 10 years on the Board of Directors). In addition, he is not considered to be independent of significant shareholders, as he owns more than 10% of the shares in the company

Olli Hyyppä, born 1969

M.SC. (Tech.)
Board member since 2015

Background add

Key work experience

Olli Hyyppä has served as Senior Vice President & Chief Information Officer at NXP Semiconductors since 2013 with responsibility for global information management. In addition, he worked as Vice President & Chief Information Officer at ST Ericsson from 2009–2013, in various IT expert and management roles at Elektrobit Corporation in 1996–2009 and as a designer at Rautaruukki Corporation in 1992–1996.

Key positions of trust

Olli Hyyppä has served as the Chairman of the Board of Directors of Hyyppä Consulting Oy since 2018.

Independence

Olli Hyyppä is independent of the company and its significant shareholders.

Mikko Siuruainen, born 1975

BBA, MBA
Board member since 2016 and in 2004-2015

Background add

Key work experience

worked for Talenom Plc in 2000–2016 in many roles, including Corporate Advisor, Consulting Manager, Unit Director, Head of the company’s Oulu office and Vice President (2006–2016). He also worked at Fortum Plc as a Financial Planner in 1999–2000.

Key positions of trust

Mikko Siuruainen has served as a Board member of the following companies: Suuntakivi Oy since 2016, Silta Partners Oy since 2016, and Tammi Partners Oy since 2016.

Independence

Mikko Siuruainen is independent of the company and its significant shareholders.

Shares

694 716

Johannes Karjula, born 1988

M.SC. (Econ.)
Board member since 2017

Background add

Key work experience

Johannes Karjula has been the CEO of Trustmary Group Oy, which he founded, since 2016, CEO of Trustmary Finland Oy since 2019, and Senior Vice President at Sesonkia Oy since 2015. In addition, Johannes Karjula was the CEO of LeadFlow Oy in 2014–2016 and a private entrepreneur in 2010–2015.

Key positions of trust

Johannes Karjula has served as the Chairman of the Board of Directors of Eeroplan Oy since 2016 and of the Board of Satokausikalenteri Media Oy since 2018. He also serves as a Board member at the following companies: Trustmary Group Oy since 2016, Sesonkia Oy since 2015, Molarum Salaojat Oy since 2015, Markkinointitoimisto WDS Oy since 2017 (in which he is also a partner), CX International Oy since 2017 and Trustmary Finland Oy since 2017. He previously served as a member of the Board of LeadFlow Oy in 2014–2016.

Independence

Johannes Karjula is independent of the company and its significant shareholders.

Sampsa Laine, born 1969

M.SC. (ECON.)
Board member since 2020

Background add

Key work experience

Sampsa Laine has served as the Chairman of the Board of Directors of Growroad Oy, which he founded, since 2013. He was responsible for the development of digital services for Nordea’s corporate customers from summer 2017 to January 2020 and served as the Executive Vice President, Deputy Head of Banking Finland and Head of Business Banking (SMEs) at Nordea Finland in 2014–2017. At Danske Bank, Laine served as the Global Head of Financial & Institutional Clients in 2012–2013 and as the Country Head of Danske Markets Finland in 2007–2011. He has been a part-time entrepreneur since 2003.

Key positions of trust

Sampsa Laine has served as the Chairman of the Board of Directors of Fundu Platform Oy since 2020 and as a member of the Board of Privanet Group Oyj since 2020.

Independence

Sampsa Laine is independent of the company and its significant shareholders.

Elina Tourunen, born 1980

M.Sc. Econ., CFA
Board member since 2021

Background add

Key work experience

Elina Tourunen has worked as an investment manager at eQ Asset Management Ltd’s Private Equity team since 2020. In 2015-2020 she worked in the European Investment Fund (EIF) in Luxemburg where she acted as a senior portfolio manager in the private equity team. Prior to this she has worked as the Head of Equity and Debt at Etera Mutual Pension Insurance Company and as a manager in EY’s Transaction Advisory Services.

Key positions of trust

Elina Tourunen has been a member of the Board at Tornator Oyj in 2012-2015 and Futurice Oy in 2012-2014. She has also acted as a silent observer member in several Boards of Directors, incl. Hydroline Oy and Staffpoint Oy.

Independence

Elina Tourunen is independent of the company and its significant shareholders.

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Indsider holdings

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