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 and a maximum of eight 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 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 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 2011 financial year, the Board convened 22 times. The meeting attendance rate averaged 99 per cent.

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

Board Members

In 2011, the Digia Plc Board of Directors comprised:

Pertti Kyttälä, b. 1950, M.Sc. (Econ.)
Board member since 2005 and Chairman of the Board since 2010. Chairman of the Board's Audit Committee and member of the Nomination Committee. Previously Vice Chairman of the Board. Currently Managing Director of Peranit Ltd. His previous posts include CEO of Radiolinja Ltd (1999–2003), IT Director of Helsinki Telephone Company (1997–1999), Managing Director of Samlink Ltd (1994–1997), and Managing Director and Deputy Managing Director of Sp-palvelu Ltd (1991–1994). Previously, he has held various positions at SKOP Bank (1985–1990) and OKO Bank (1973–1985). Moreover, he is Chairman of the Board of Directors at ASAN Security Technologies Ltd and a Member of the Board at Ubisecure Solutions Ltd.

Martti Mehtälä, b. 1957, M.Sc. (Tech.)
Board member since 2007 and Vice Chairman of the Board since 2010. Chairman of the Board's Compensation Committee. Until June 2007, served as Managing Director of Microsoft Oy for 12 years. Previously held managerial sales and marketing positions at Nokia Data and ICL Data Oy, as well as serving as Dava Oy's Managing Director and Country Director of Computervision Inc. Over 25 years' experience of IT implementation and of sales and marketing in various industries, and broad experience of working in cooperation with Finland's most extensive IT partner network and various international partners. Positions of trust have included membership of the National Information Security Advisory Board established by the Ministry of Transport and Communications and of the National Board of Economic Defense.

Robert Ingman, b. 1961, M.Sc. (Eng.), M.Sc. (Econ.)
Member of the Board since 2010. Chairman of the Board's Nomination Committee. A member of the Board of Arla Ingman Oy Ab and a full-time Chairman of the Board of Ingman Group Oy Ab. Previously he has served as the Managing Director of Arla Ingman Oy Ab (2007–2011) and Ingman Group Oy Ab and Ingman Foods Ab (1997–2006). In addition, Robert Ingman is a member of Etteplan Oyj’s and Evli Pankki Oyj’s Boards.

Kari Karvinen, b. 1959, MA
Member of the Board since 1990. Member of the Board's Audit Committee and the Nomination Committee. Co-founder of SysOpen Plc (the predecessor of Digia Plc). Chairman of the Board (2002–2005) and Vice Chairman (1999–2002, 2005–2007). Currently board professional and independent investor. CEO and Chairman at Tuulenhenki Ltd. Member of the Board at NOMO Jeans Corporation Ltd. Member of the Finnish Association of Professional Board Members. Member of FiBAN (Finnish Business Angels Network). Previously at SysOpen Plc, held the posts of deputy Managing Director (1990–1999), Director of Business Planning (1999–2000) and full-time Chairman of the Board (2002–2004). His previous posts include Managing Director and Product Manager at Helsingin PC-Konsultit Ltd (1988–1990), and various IT industry posts at Sycon Ltd (1982–1988).

Pekka Sivonen, b. 1961, Secondary school graduate in Political Science
Member of the Board since 2005. Member of the Board's Compensation Committee. Previously full-time Chairman of the Board of Directors of Digia Oyj (2005–2010). Founding shareholder of Digia Inc., Board member (1997–2005) and Chairman (2000–2005). CEO of Digia Inc (1997–2000). Chair of the National Emergency Supply Agency's Technology Pool since 2007. Currently also Chairman of the Board at BlueWhite Resorts Ltd and Comma Group Ltd. Member of the Finnish Association of Professional Board Members since 2005.

Tommi Uhari, b. 1971, M.Sc. (Eng.)
Member of the Board since 2010. Member of the Board's Compensation Committee. Uhari currently holds board member and strategic advisor roles in selected startups and public companies. Previously Uhari has served as a management team member of ST Microelectronics (2006–2010). In addition, he has held various managerial positions at ST's joint ventures in the wireless business ST-NXP Wireless and ST-Ericsson (2008–2010), and he has also acted as head of ST's Wireless Business Unit (2006–2008). Prior to that, Uhari was in charge of Wireless and SW platforms units at Nokia (1999–2006).

Marjatta Virtanen, b. 1950, M.Sc. (Econ.)
Member of the Board since 2010. Member of the Board's Audit Committee. Currently Managing Director and IR consultant at IRMA Advisors Oy. During her long career in communications and investor relations Marjatta Virtanen has worked as Market Supervisor at the Financial Supervisory Authority (2006–2009), as Head of Communications and IR at Hartwall (1988–1993) and at Tamro (2001–2004). She has also worked as an IR consultant and Managing Director at Viherjuuri Communications (1994–2001) and at IRMA Advisors Oy (2004–2006). Member of the Finnish Association of Professional Board Members since 2010.

Of the aforementioned members of the Board, Pertti Kyttälä, Martti Mehtälä, Kari Karvinen, Tommi Uhari and Marjatta Virtanen 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 committees in 2011: the Compensation Committee, the Audit Committee, and the Nomination Committee. The working principles of the committees for year 2011 were confirmed by the Board in its meeting on 28 April 2011.

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 2011, the members of the Compensation Committee were Martti Mehtälä (Chairman), Pekka Sivonen and Tommi Uhari. In 2011, the committee convened four times. The meeting attendance rate averaged 92 per cent.

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 2011 the Audit Committee was composed of Pertti Kyttälä (Chairman), Kari Karvinen and Marjatta Virtanen. The committee convened four times in 2011, 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 2011, the members of the Nomination Committee were Pekka Sivonen (Chairman), Kari Karvinen and Robert Ingman and as of 9 December 2011 Robert Ingman (Chairman), Kari Karvinen and Pertti Kyttälä. The committee convened once, with full attendance by all members.