Annual report 2016

The Board of Directors as of December 31, 2016

The Board of Directors is presented on a separate page.

The Board of Directors is responsible for the management of the company and the proper organization of its operations. The Board of Directors is composed of five to nine members. The term of office for members of the Board of Directors is one year and it ends at the close of the AGM that follows their election. Persons aged 68 and above are not eligible for membership of the Board. The AGM nominates the chair, deputy chair and the members of the Board. The AGM elected eight members to the Board of Directors in 2016 and nominated Arto Hiltunen as the Chair, no Deputy Chair was nominated. The Board of Directors has adopted a written Charter which lays out the Board of Directors’ key responsibilities and working principles.

The Personnel Committee (previously the Nomination and Remuneration Committee) assists in preparing suggestions to the sole shareholder regarding needed competences and suitable directors for the Board. The Ownership Steering Department prepares the final proposal for the composition of the Board and presents it to the General Meeting of Shareholders for decision. Posti does not currently publish the candidates for the Board on its website as previously described.

The Board evaluates the independence of the members annually and re-evaluates its independence as necessary. The Board also conducts an annual self-evaluation of its operations and working methods. The purpose of this evaluation is to assess how the Board has executed its tasks during the year and to identify ways of developing the working practices of the Board for the future. It also assesses the performance and working methods of the President and CEO.

The Board convenes circa ten times a year following a pre-determined schedule. In addition, the Board convenes as necessary. All meetings are documented in serially numbered minutes.

The President and CEO, the Chief Financial Officer, and the General Counsel, as secretary to the Board of Directors, attend the Board meetings on a regular basis.

Diversity principles

In order for the Board of Directors to discharge its duties in the most effective manner, the Board must be highly qualified and sufficiently diverse, taking also into consideration the diversity in Posti’s businesses and customers. Highly important criteria are the educational and professional backgrounds of the individual candidates, as well as their local and international experience, so that the Board composition in full represents a wide variety of competencies and qualifications set to a company in the public domain. Also the candidate’s age is considered, as having different seniority levels on the Board is considered beneficial in terms of ensuring mutually complementing viewpoints. Posti’s principle with regard to gender diversity is to have members of both
genders represented on the Board.

Posti’s Board of Directors consisted of 50% male and 50% female members in 2016, which fulfils the requirement set to government owned companies by the Council of State in its Decision in Principle given Feburary 2, 2015.

Responsibilities

The duties of Posti Group Corporation’s Board of Directors are as specified in the Companies Act, the Articles of Association of the company, the Decision-Making Guidelines approved by the Board of Directors and the Board’s charter. The Board is also responsible for considering any matters which do not fall within the scope of the day-to-day administration of the company and have not specifically been appointed to the President and CEO. Accordingly, the Board is responsible among other things for:

  • ensuring the functioning of the company’s management system
  • appointing and, if necessary, dismissing the President and CEO
  • preparation of the matters to be put before the General Meeting of Shareholders
  • overseeing the organization of financial supervision within the company
  • approving the company’s strategic goals and risk management principles; and
  • approving the annual and interim financial statements

Board member meeting participation in 2016

 

Member Attendance at
Board meetings
Arto Hiltunen, Chair 19/19
Päivi Pesola* 4/4
Petri Järvinen 19/19
Petri Kokko 19/19
Jussi Kuutsa** 19/19
Marja Pokela 19/19
Kirsi Nuotto 19/19
Suvi-Anne Siimes 18/19
Arja Talma*** 15/15

*) Until March 23, 2016
**) Until December 31, 2016
***) As of March 23, 2016

All Board members other than Marja Pokela, who is in an employment relationship with the Ownership Steering Department of the Prime Minister’s Office, are independent of the shareholder, and all Board members are independent of the company based on the Board of Directors’ overall evaluation.

The average attendance rate in Board of Directors’ meetings in 2016 was 99.3%.