Board of Directors

Board of Directors

Operations and duties

Elected by the Shareholders' Meeting, the Board of Directors is in charge of company administration and the appropriate organisation of company operations. Under the Articles of Association, the Board of Directors must consist of a minimum of five (5) and a maximum of eight (8) members. The Nomination Committee prepares a proposal for the Shareholders' Meeting regarding the composition of the new Board of Directors to be appointed.

The majority of Board members must be independent of the company and a minimum of two (2) of those members must also be independent of the company's major shareholders. The Managing Director or other company employees under the Managing Director's direction may not be elected members of the Board.

The term of all Board members expires at the end of the Annual General Meeting following their election. A Board member can be re-elected without limitations on the number of successive terms. The Board of Directors elects its Chairman and Vice Chairman from amongst its members.

The Board of Directors has determined the principles regarding the diversity of Digia's Board of Directors. Accordingly, the requirements of company size, market position and business industry should be duly reflected when composing the Board of Directors. When composing the Board of Directors, the objective is that the Board of Directors will always include necessary expertise especially in the following key areas:

  • Company's field of business,
  • Management of a similar sized company,
  • Specific nature of a publicly listed company,
  • Accounting,
  • Risk management,
  • Mergers and acquisitions, and
  • Board activity.

The members of the Board of Directors shall consists of both genders. The defined diversity principles have been fulfilled well in Digia's Board of Directors during the fiscal year of 2015.

The Board has prepared and approved a written agenda for its work. In addition to Board duties prescribed by the Companies Act and other rules and regulations, Digia's Board of Directors is responsible for issues on its agenda, observing the following guidelines:

  • Good board practices require that the Board of Directors, instead of needlessly interfering in the details involved in day-to-day operations, concentrate on elaborating the company’s short- and long-term strategies.
  • The Board’s general duty is to steer the company’s business with a view to maximizing shareholder value in the long term, while taking account of expectations set by various stakeholder groups; and
  • Board members are required to perform on the basis of sufficient, relevant and updated information, in order to serve the company’s interests.

In addition, the Board’s agenda:

  • defines the Board’s annual action plan and provides a preliminary meeting schedule and framework agenda for each meeting;
  • provides guidelines for the Board’s annual self-assessment;
  • provides guidelines for distributing notices of meetings and advance information to the Board and procedures for keeping and adopting minutes;
  • defines job descriptions for the Chairman, members and secretary of the Board of Directors (the secretary is the Company’s General Counsel or, if absent, the CEO); and
  • defines the framework within which the Board may set up special committees or working groups.

During the 2015 financial year, the Board convened 17 times. The meeting attendance rate averaged 92 per cent.

The Board evaluates its activities and working methods annually, employing an external consultant for this evaluation, if necessary.

Board Members in 2015, the Digia Plc Board of Directors comprised:

Pertti Kyttälä, b. 1950, M.Sc. (Econ.)

Digia Board member since 2005 and Chairman of the Board since 2010. Chairman of the Board's Audit Committee and member of the Nomination Committee. Managing Director of Peranit Ltd. His previous posts include CEO at Radiolinja Ltd (1999–2003), IT Director at Helsinki Telephone Company (1997–1999), Managing Director at Samlink Ltd (1994–1997) and Managing Director and Deputy Managing Director at Sp-palvelu Ltd (1991–1994). Member of the Directors’ Institute of Finland.

Robert Ingman, b. 1961, M.Sc. (Eng.), M.Sc. (Econ.)

Digia Board Member since 2010 and Vice Chairman of the Board since 2012. Chairman of the Board's Nomination Committee and member of the Compensation Committee. Full-time Chairman of the Board of Ingman Group Oy Ab. His previous posts include Managing Director at Arla Ingman Oy Ab (2007–2011) and Ingman Foods Oy Ab (1997–2006). Chairman of the Board of Etteplan Plc and Halti Ltd. Member of the Board at Arla Ltd., Evli Pankki Plc and M-Brain Ltd.

Päivi Hokkanen, b. 1959, M.Sc. (Econ.)

Digia Board Member since 2012. Chairman of the Board's Compensation Committee. CIO and Executive Group member at A-Katsastus Group Oy since 1.9.2012. Her previous posts include CIO at Sanoma Plc (2009–2012) and at Stockmann Plc (2002–2009), Director at SysOpen Plc (1998–2002) and various positions at Cap Gemini Plc (1995–1998) and Kansallisrahoitus Ltd. (1984–1995). Member of the Directors’ Institute of Finland. Member of the Board at the Finnish Information Processing Association (2010–2011).


Seppo Ruotsalainen, b. 1954, M.Sc. (Eng.), Lic. Tech.

Digia Board Member since 2012. Member of the Board's Audit Committee. Currently works as a board professional holding board chairman, board member, investor and strategic advisor roles in various technology and software companies. His previous assignments include President and CEO at Tekla Corporation (1998–2003), SVP at F-Secure Corporation (2008–2009), EVP at Oy LM Ericsson Ab (1994–1998) and Sales Director at Hewlett Packard (1982–1993) as well as Chairman of the Board at Commit Oy, AniLinker Oy, Fountain Park Oy and Finnish Information Association (2004–2006). Member of the Directors’ Institute of Finland and FiBAN (Finnish Business Angels Network), Chairman of the Board at Mikkelin Puhelinosuuskunta MPY, member of the Board at Biisafe Ltd, Profict Partners Ltd. and Viabile Ltd.

Leena Saarinen, b. 1960, M.Sc. (Food technology)

Digia Board Member since 2012. Member of the Board's Compensation Committee and Audit Committee. Currently works as a board professional, holding Board chairman or Board member roles in various companies, including Helsingin Palvelut Ltd., Arla Ltd., Arcus-Gruppen AS and Etteplan Plc. Her previous posts include Managing Director at Suomen Lähikauppa Ltd. (2007–2010), President and CEO at Altia Corporation (2005–2007) and various positions at Unilever (1990–2005). Member of the Advisory Board of Varma Mutual Pension Insurance Company (2008–2012) and Luottokunta (2008–2011). Member of the Board at Outokumpu Plc (2003–2011) and Atria Plc (2006–2007).

Tommi Uhari, b. 1971, M.Sc. (Eng.)

Digia Board Member since 2010. Member of the Board's Audit Committee and Nomination Committee. Currently holds board member and strategic advisor roles in selected startups and public companies. Co-Founder and CEO at Uros Ltd. (2011–2015). His previous posts include management team member of ST Microelectronics (2006–2010), various managerial positions at ST's joint ventures ST-NXP Wireless and ST-Ericsson (2008–2010), head of ST's Wireless Business Unit (2006–2008) and Director of Nokia Wireless and SW platforms units at Nokia (1999–2006).

Kai Öistämö, b. 1964, D.Sc. (Tech.), M.Sc. (Eng.)

Digia Board Member since 2015. Member of the Board's Compensation Committee. A professional board member, currently Chairman of the Board at Fastems Oy, Helvar Oy and University of Tampere and Board Member at InterDigital Technology Corporation and Sanoma Corporation. His previous posts include Chief Development Officer at Nokia until the autumn of 2014 and a member of the Nokia Group Executive Board in 2006–2014. Obtained his Doctorate in Technology (Signal Processing) from Tampere University of Technology in 1992. Independent of the company and its major shareholders.

In addition, Kari Karvinen (b. 1959, MA) was the member of Digia Board of Directors until Annual General Meeting in 2015.

Of the aforementioned current members of the Board, Päivi Hokkanen, Pertti Kyttälä, Seppo Ruotsalainen, Leena Saarinen, Tommi Uhari and Kai Öistämö are independent of the company and its major shareholders. Robert Ingman is independent of the company.


Committees of the Board of Directors

The Digia Board of Directors had three (3) committees in 2015: the Compensation Committee, the Audit Committee, and the Nomination Committee. The working principles of the committees for year 2015 were confirmed by the Board in its meeting on 26 March 2015.

These committees do not hold powers of decision or execution. They assist the Board in decision-making concerning their own areas of expertise. The committees report regularly on their work to the Board, which governs and assumes collegiate responsibility for the committees’ work.

Purpose of Digia’s Compensation Committee is to prepare and follow up compensation and remuneration schemes in order to ensure that the company’s targets are met, to guarantee the objectivity of decision-making, and to see to it that the schemes are transparent and systematic. In 2015, the members of the Compensation Committee were Päivi Hokkanen (Chairman), Robert Ingman, Leena Saarinen and Kai Öistämö. In 2015, the committee convened five (5) times with full attendance by all members.

Purpose of the Audit Committee is to assist the Board of Directors in ensuring that the company’s financial reporting, accounting methods, financial statements and other reported financial information are legitimate, balanced, transparent and clear, as further specified in the agenda. In 2015 the Audit Committee was composed of Pertti Kyttälä (Chairman), Seppo Ruotsalainen, Leena Saarinen and Tommi Uhari. The committee convened four (4) times in 2015, with full attendance by all members.

Nomination Committee’s duty is to prepare a proposal for the Annual General Meeting concerning the number of members of the Board of Directors, the members of the Board of Directors, the remuneration of the Chairman, Vice Chairman and members of the Board and the remuneration of the chairmen and members of the committees of the Board of Directors. In 2015, the members of the Nomination Committee were Robert Ingman (Chairman), Pertti Kyttälä and Tommi Uhari. The committee convened four (4) times in 2015, with full attendance by all members.