Corporate governance > Board of Directors
According to its Articles of Incorporation, Revenio Group Corporation’s Board of Directors is to be composed of no fewer than three (3) and no more than six (6) members.
The requirements set by the Company’s operation and its development phase will be considered with regard to the composition of the Board of Directors. A candidate to the Board of Directors must have the necessary qualifications for the position and the time to fulfill their duties. The number of members on the Board of Directors and its composition must enable efficient performance when the Board’s tasks are being managed.
The general meeting of shareholders elects the members of the Board. The Board elects its Chair from among its members. All members of the Board of Directors are non-executive directors. According to the Articles of Incorporation, the term of a member of the Board is one year beginning at the end of the general meeting of shareholders at which the member was elected and ending at the close of the next ordinary general meeting of shareholders.
In order to ensure the diversity of the Board of Directors, the members’ competence, experience, and industry-specific knowledge must be taken into account when candidates are proposed as members of the Board. The Company strives to have both genders represented on the Board of Directors, and it aims to have members that represent wide-ranging and diverse perspectives. These Board diversity-related aspects were also taken into account in 2019 when identifying suitable candidates for Board members. The best candidate shall be elected, taking into account the above-mentioned selection criteria to support the diversity of the Board.
All Board members are independent of the Company and its major shareholders.
The Board reviews the neutrality of its members on a regular basis. Board members are obligated to provide the Board of Directors with the information required for the assessment of neutrality.
The task of Revenio Group Corporation’s Board of Directors is to further the interests of the Company and all of its shareholders. Members of the Board do not represent the entities or persons who nominated them for election. Members of the Board are disqualified from participating in the management of matters or transactions taking place between themselves and the Company. Voting is based on the simple majority vote principle. In the case of an even vote, the proposal supported by the Chair will prevail.
The Chair is responsible for convening and presiding over the Board meetings. The Board has not assigned to its members any particular areas of business to be monitored. The Board annually reviews its operation and procedures, and performs self-assessments at necessary intervals.
The Board is responsible for the Company’s administration and the appropriate organization of the Company’s business operations. It makes decisions on principles governing corporate strategy, organization, accounting, and finances.
The Board appoints the Company’s President & CEO and, based on the CEO’s proposals, the members of the Group Management Team. It also ratifies the Company’s organization and structure. The Board has established an audit committee responsible for the tasks of an audit committee according to the Governance Code.
The Board has prepared a written charter of its operation, which is updated as necessary.
The Board holds regular meetings approximately once a month and more often as required. The Company ensures that all members of the Board of Directors have sufficient information on the Company’s operation, operating environment, and financial position, and that any new member of the Board receives induction into the Company’s operation.
As stipulated by its charter, the Board’s principal tasks are to:
decide on Group strategy and ratify the strategies of the various business areas;
approve the Group’s annual plan (budget);
approve the Group’s financing and investment policies;
ratify the Group’s risk management principles, and discuss the Group’s most important risks and factors of uncertainty;
confirm and ratify the Group’s insurance policy;
discuss and approve the consolidated financial statements, interim financial reports, stock exchange releases pertaining to these, and the review of operations;
decide on specific investments, acquisitions, divestments, corporate reorganization and commitments that have strategic or financial importance;
decide on rules concerning management authorizations;
decide on the Group’s high-level structure and organization;
appoint and dismiss the President & CEO, approve the CEO’s service contract, and decide on the CEO’s salary, benefits, and other financial remuneration;
approve the appointments of the members of the Group Management Team, the Managing Directors of subsidiaries, their salaries and financial benefits;
decide on the remuneration schemes of the Revenio Group, including the granting of share-based bonuses within limits set by the AGM.
The Board of Directors decided on May 10, 2019 to establish an Audit Committee.
The Board elected the following members from among its members for the Committee: Pekka Tammela (Chair), Pekka Rönkä, and Ann-Christine Sundell. The members of the Audit Committee have sufficient expertise and experience with respect to the committee’s area of responsibility and the mandatory tasks relating to auditing.
In accordance with the Limited Liability Companies Act, the duties of the Audit Committee are to:
monitor and assess the financing reporting system;
monitor and assess the efficiency of internal control and auditing as well as of the risk management systems;
monitor and assess how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and market terms;
monitor and evaluate the independence of the auditor and, in particular, the offering of services other than auditing services by the auditor;
monitor the Company’s auditing;
prepare the appointment of the Company’s auditor.
In addition, the tasks of the Company Audit Committee include:
monitoring the statutory auditing of the financial statements and consolidated financial statements as well as the reporting process and ensure their accuracy;
supervising the financial reporting process;
reviewing the effectiveness of Revenio Group Corporation's internal control and risk management systems, the Group's risks, and the quality and scope of risk management;
approving the internal audit guidelines and reviewing the internal audit plans and reports;
reviewing the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which is included in the Company's Corporate Governance Statement;
evaluating the independence and work of the statutory auditor and proposing a resolution on the election and fee of the auditor;
evaluating compliance with laws, regulations, and company policies and monitoring significant litigations of Group companies;
executing any other duties bestowed upon it by the Board.
The Audit Committee shall convene at least four times a year. Audit Committee meetings are convened by the Chair. The Group CFO may also act as secretary of the Committee meetings. Members of the Board of Directors and the President & CEO have the right to be present at Committee meetings. Committee meetings are quorate when the Chair and at least one member are present.
The Audit Committee shall draw up a meeting schedule for one year at a time, including the main topics to be discussed. Minutes are to be drawn up of Audit Committee meetings without delay and signed by the Chair and secretary. The Committee meeting minutes are to be distributed to all Board members. The Chair of the Audit Committee shall report separately to the Board on the key observations of the Committee at least four times a year.
The Audit Committee evaluates its own work once a year in the form of self-assessment. The Committee Chair reports the results to the Board of Directors.
The Audit Committee meets with the auditors, internal auditors, and other experts within the Company as necessary. The Audit Committee may use external experts as required.
The Board of Directors decided on October 21, 2020 to establish a Nomination and Remuneration Committee.
The Board elected the following members from among its members for the Committee: Ann-Christine Sundell (Chair), Arne Boye Nielsen and Bill Östman. The members of Nomination and Remuneration Committee have sufficient expertise and experience with respect to the committee's area of responsibility.
The Board of Directors appoints the members and the chair of the Remuneration and Nomination Committee from amongst the Board.
The members of the Remuneration and Nomination Committee shall have the expertise and experience required for the duties of the Committee. The majority of the members of the Committee shall be independent of the company, and the Committee shall act independently when carrying out duties related to remuneration. The CEO or other persons in the management of the company may not be appointed to the Committee.
The Committee will nominate a secretary who will sign the minutes of the meetings together with the chair.
The Remuneration and Nomination Committee assists the Board of Directors in the preparatory work on the election of directors, on remuneration and nomination of the CEO and other management, and on remuneration schemes for other personnel.
The duties of the Remuneration and Nomination Committee include:
the preparation of a proposal for the appointment of directors made to the general meeting
the preparation of a proposal concerning the remuneration of the directors made to the general meeting
the preparation of the appointment of the CEO
the preparation of the salary and other financial benefits of the CEO and other management
the preparation of matters concerning the company’s remuneration schemes
the assessment of the remuneration of the CEO and other management as well as seeing to the appropriateness of the remuneration schemes
the preparation of the remuneration policy and report
the presentation of the remuneration policy and report in the general meeting and responding to questions related thereto
The Remuneration and Nomination Committee convenes at least two times per year at the invitation of the chair. The invitation and the agenda will be sent to the participants of the meeting as well as to the attention of other members of the Board of Directors.
The Committee is competent when the chair of the Committee and at least one member of the Committee is present.
The CEO can also be invited to attend the meeting if the Committee deems it necessary.
The Committee has the authority to have analyses and studies made on all matters within its competence.
Minutes will be drawn up of the meetings of the Committee, and they will be signed by the Committee's chair and secretary. The minutes will be discussed by the Board of Directors of the company. The Committee will also otherwise report on its operations on a regular basis.
Pekka Rönkä has previously acted as Chair of the Board of Directors of HLD Healthy Life Devices Oy and Magnasense Technologies Oy and as member of the Board of Directors of Lifeassays AB. His previous positions include Vice President and General Manager in Thermo Fisher Scientific (1999-2012). In the past, Rönkä has held management positions at Labsystems Oy and served as Managing Directors of Fluilogic Systems Oy and Konelab Oy. Mr. Rönkä has been a member of Revenio’s Board of Directors since March 20, 2014. He is a member of the Audit Committee.
He has previously served in various managerial positions, such as CFO of Solteq Oyj and Panostaja Oyj, and as an Authorized Public Accountant at PricewaterhouseCoopers and KPMG. He also serves on other Boards of Directors, including SNT-Group Oy, and as Chair of the Board of Normiopaste Oy and Member of the Board of Pikespo Invest Oy Ltd and Trimaster Oy. Mr. Tammela has been a member of Revenio’s Board of Directors since April 3, 2007. He is the Chair of the Audit Committee.
Ann-Christine Sundell is a member of the Board of Directors of Immunovia Ab, Biocartis Group NV and Förlags Sydvästkusten, Chair of the Board of Directors of Medix Biochemica Group Oy and Deputy Chair of the Board of Raisio Oyj. Ann-Christine Sundell is also a member of the Remuneration Committee of Biocartis Group NV, Chair of the Remuneration Committee of Immunovia Ab, and Chair of the Audit Committee of Raisio Oyj. She has previously held positions as President, Segment Manager, and Sales and Marketing Manager at PerkinElmer (1999–2010). Ms. Sundell has been a member of Revenio’s Board of Directors since March 15, 2016. She is the Chair of Nomination and Remuneration Committee and a member of the Audit Committee.
Arne Boye Nielsen is a member of the Management Group of Demant A/S. Since 1996 he has served in various managerial positions at Demant A/S, such as President, Communications Business Area and President, Diagnostics Business Area. Nielsen is a Member of the Board of Directors of Össur hf. Nielsen has been a member of Revenio's Board of Directors since June 8, 2020. He is a member of the Nomination and Remuneration Committee.
Bill Östman works as Vice President & General Manager within the Clinical Diagnostics Division at Thermo Fisher Scientific. He has previously served in various managerial positions at Thermo Fisher Scientific, including Vice President, Sales and Marketing and Chairman of the Board, Managing Director and Site Leader for the company's Finnish entity. Before joining Thermo Fisher, he also held managerial positions at Konelab Oy and KONE Instruments Oy. Östman has been a member of Revenio's Board of Directors since June 8, 2020. He is a member of the Nomination and Remuneration Committee.