Board of Directors

The Board of Directors is responsible for Cramo Group’s governance and appropriate management, and for ensuring that the business complies with relevant rules and regulations, Cramo’s articles of Association, and the instructions given by the General Meeting of the Shareholders.

Cramo’s Board of Directors has defined its roles and responsibilities in the Working Order of the Board and in the Group’s Operating Principles. The latter acts also as the Corporate Governance Manual for operative management. If necessary, the Working Order of the Board is revised and modified annually in conjunction with the Board’s convening meeting.

The Board of Directors consists of 5-8 members, who are elected at the Annual General Meeting for a one-year term of office, which expires at the end of the first Annual General Meeting following their election. The majority of directors shall be independent of the Company, and at least two of the directors representing this majority shall be independent of significant shareholders of the Company. The composition of Cramo’s Board must facilitate the discharge of its duties in an efficient manner as well as take into account the needs of Company operations and the development stage of the Company. The Shareholder’s Nomination Committee’s proposal for Board composition as well as biographical details of the candidates shall be included in the notice of the General Meeting. There is no specific order for the appointment of the directors in the Articles of Association.

More than half the members of the Board must be present to constitute a quorum. The President and CEO, his/her deputy and the CFO are entitled to attend Board meetings. Other Group management members may attend the Board meetings when required to provide information to the Board or upon invitation by the Board. The Board has unlimited access to Company information and receives continuous reporting on the Group’s operations. New Board members are introduced to the operations of the Company. This is done by arranging meetings with key people and by initiating visits to operating units in order for them to become accustomed to Cramo’s internal guidance and working methods. Cramo’s departing Board members also assist newly elected members in familiarising themselves with the Company and the Board’s duties.

The Chairman of the Board, together with the President and CEO, prepares the items to be discussed and decided at Board meetings. The agenda for the Board meetings, with all relevant information about the Company’s structure, operations and markets, financial performance and financing issues, personnel and investment resources as well as the risks associated with any of these matters, is distributed at least five days prior to the meetings. The Chairman of the Board also initiates and leads the self-assessment discussion during the relevant Board meeting. The Board of Directors conducts an annual self-assessment in order to develop the work of the Board. The overall self-assessment is carried out by discussing the matter in conjunction with one of the regular Board meetings. Each director and the Board evaluate the independence of the directors on a yearly basis and whenever required.

Cramo’s Board of Directors and its Committees are composed taken into account diversity matters, such as gender and experience. Cramo pursues adequate diversity in order to promote open discussion and independent decision-making. Furthermore, adequate diversity promotes good corporate governance. The Shareholders’ Nomination Committee takes into account diversity matters when preparing its proposal for Board members.

The following figure describes the Board’s operating calendar.

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Members of the Board in 2017

Until the Annual General Meeting, held on 30 March 2017, the Board of Directors was chaired by Ms Helene Biström with Mr Erkki Stenberg (Deputy Chairman), Mr Perttu Louhiluoto, Mr Peter Nilsson, Mr Joakim Rubin, Mr Raimo Seppänen and Ms Caroline Sundewall as board members.

At the 2017 Annual General Meeting, the number of members of the Board of Directors was confirmed as seven, and the following people were re-elected to the Board of Directors: Mr Perttu Louhiluoto, Mr Peter Nilsson, Mr Joakim Rubin, Mr Raimo Seppänen, Mr Erkki Stenberg and Ms Caroline Sundewall, and Mr Veli-Matti Reinikkala was elected as new Board member. The Board’s convening meeting elected Mr Reinikkal as Chairman of the Board and Mr Stenberg as Deputy Chairman of the Board.

Mr Reinikkala, Mr Louhiluoto, Mr Nilsson, Mr Stenberg and Ms Sundewall are deemed independent of the Company and its major shareholders. Mr Rubin and Mr Seppänen are deemed independent of the Company, but not independent of its major shareholders. One of the seven Board members is female and six members are male. Information on the members of the Board of Directors and their business interests can be found here.

Work of the Board of Directors in 2016

Cramo’s Board of Directors convenes according to predetermined schedule and additionally when considered necessary. In 2016, the Board held eleven meetings of which three were telephone meetings.

In 2016, Cramo updated its strategy and continued performance improvement actions in all business units. Cramo also appointed a new President and CEO who took up the position on 1 January 2016. In addition, Cramo issued a senior unsecured bond to refinance bond maturing in 2018. All the issues mentioned above involved the work and control of the Board in 2016.

The following table presents Cramo’s Board member attendance at the meetings in 2016:

NAME POSITION BOARD MEETINGS AUDIT COMMITTEE REMUNERATION COMMITTEE
Helene Biström Chairman 11 / 11 4 / 4
Erkki Stenberg Deputy Chairman 11 / 11 7 / 7 1 / 1
Peter Nilsson Member 10 / 11 4 / 4
Joakim Rubin Member 11 / 11 8 / 8
Raimo Seppänen Member 10 / 11 4 / 4
Caroline Sundewall Member 11 / 11 8 / 8
Perttu Louhiluoto,
since 31 March
Member 8 / 9
Leif Boström,
until 30 March
Member 2 / 2 1 / 1
Eino Halonen,
until 30 March
Deputy Chairman 2 / 2 1 / 1

Further information on the work and the meetings of the Board of Directors during 2016 is provided in the Corporate Governance Statement 2016. Information on Board’s compensation in 2016 can be found in the Remuneration Statement.

Corporate governance statements

Corporate governance

The corporate governance at Cramo is based on Finnish law and the Company’s Articles of Association. The Group complies with the rules of Nasdaq Helsinki Ltd and the Finnish Corporate Governance Code 2015 published by the Securities Market Association. The Corporate Governance Code is available on the Securities Market Association’s website:  http://cgfinland.fi/en/. Cramo does not deviate from the Finnish Corporate Governance Code Recommendations.

The Group’s headquarters are in Vantaa, Finland and the Company is listed on the Nasdaq Helsinki Ltd.

Cramo prepares annual financial statements and interim reports conforming to Finnish law and International Financial Reporting Standards (IFRS). Statements and reports are published in Finnish and English.

Overview of Corporate Governance Components at Cramo Group

The Group’s control and management responsibilities are divided among the General Meeting of Shareholders, the Board of Directors with its two committees, and the President and CEO, the Group management team, managing directors of subsidiaries, and the General Management Meeting. The Board of Directors supervises the performance of the Company, its management and organisation on behalf of shareholders. The Board of Directors and the Group management team are separate bodies, and no one serves as a member of both.