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Board of Directors

Under Sponda Plc’s articles of association, the company has a Board of Directors with four to seven (4–7) ordinary members.

Members of the Board until the Annual General Meeting of 18 March 2013 were: Klaus Cawén (b. 1957) LL.M., Executive Vice President, Member of the Executive Board, KONE Corporation; Tuula Entelä (b. 1955) B.Sc. (Econ.), LL.M., Vice President, Housing Business, Helsinki Region and St. Petersburg, Deputy to President and CEO, SATO Corporation; Lauri Ratia (b. 1946), M.Sc. (Eng.), teollisuusneuvos (Finnish honorary title), Arja Talma (b. 1962) M.Sc. (Econ.), eMBA, Senior Vice President, Store Sites and Investments, Kesko Corporation; Raimo Valo (b. 1955), LL.M., CEO, East Office of Finnish Industries Ltd and Erkki Virtanen (b. 1950) M.Soc.Sc. (Econ.), Permanent Secretary, Ministry of Employment and the Economy. The Board has assessed that all of its members are independent of the company and its major shareholders.

The Annual General Meeting on 18 March 2013 confirmed that there would be seven members on the Board of Directors. Re-elected to the Board of Directors were Klaus Cawén, Tuula Entelä, Arja Talma and Raimo Valo, and elected as new members were Kaj-Gustaf Bergh (b. 1955) B.Sc. (Econ.), LL.M., Managing Director, Föreningen Konstsamfundet r.f., Christian Elfving (b. 1947) M.Sc. (Econ.), MBA (Univ. of Chicago), CEO, Sigrid Jusélius Foundation and Juha Laaksonen (b. 1952) B.Sc.(Econ.). The Board of Directors has determined that, of its members, Klaus Cawén, Tuula Entelä, Juha Laaksonen, Arja Talma and Raimo Valo are independent of the company and its major shareholders and that members Kaj-Gustaf Bergh and Christian Elfving are independent of the company. Kaj-Gustaf Bergh and Christian Elfving have been determined not to be independent of one significant shareholder owing to their membership on the board of directors of Oy PALSK Ab, which is a major shareholder of Sponda.  

Sponda’s Board members represent broad experience of real estate, industry and finance as well as of commerce and trading. More detailed information on the members of the Board is available under Introduction of the Board of Directors.

In its constitutive meeting after the Annual General Meeting of 18 March 2013, the Board of Directors elected Kaj-Gustaf Bergh as Chairman and Klaus Cawén as Deputy Chairman.

Sponda Plc shares owned by members of the Board of Directors as of 31 December 2013:

Member

Number of shares

Change

Bergh Kaj-Gustaf, Chairman

56,194

+ 56,194

Cawén Klaus, Deputy Chairman

29,316

+ 3,716

Elfving Christian

3,221

+ 3,221

Entelä Tuula

15,168

+ 3,221

Laaksonen Juha

3,221

+ 3,221

Talma Arja

15,168

+ 3,221

Valo Raimo

10,708

+ 3,221

The Board meets according to a pre-arranged schedule, 7–11 times per year, and holds additional meetings as necessary. In 2013, the Board met 12 times and the average attendance rate of Board members was 96.34 per cent. Sponda’s Board of Directors assesses its own performance and working procedures once a year. The assessment was based on a Board review conducted by a third party in November 2013. The Board addressed the findings of the survey and discussed further action in its meeting of December 2013. The review addressed the composition of the Board, its work and materials submitted to it. The results of the survey will be used to improve the work of the Board of Directors.  

The Board has established two permanent committees to assist the Board by preparing matters for which the Board is responsible. These committees are the Audit Committee and the Structure and Remuneration Committee. The Board is responsible for carrying out the duties it assigns to the committees. The committees report regularly to the Board on their work. The Board confirms written rules of procedure for the committees. If required, the Board can appoint other committees and working groups from among its own members to prepare matters for the Board’s consideration and decision-making.

The President and CEO regularly attends Board meetings. Sponda’s Chief Financial Officer acts as the secretary of the Board.