The Board of Directors evaluates the independence of its members annually and, in addition to this, on a continuous basis with the assistance of the Nomination and Governance Committee. Evaluation of director candidates’ independence is an important factor when the Nomination and Governance Committee prepares its annual proposal for the composition of the Board.
As a part of the Nomination and Governance Committee’s continuous independence evaluation, the committee reviews in every meeting reports on any changes in directors’ professional engagements and positions of trust and assesses the potential effects of such changes on directors’ independence and availability for Board work, and reports to the Board on the results of such assessments. The committee also reviews results of the company’s annual verification procedures concerning director independence, conflicts of interest, related party transactions and other commitments that could jeopardise a director’s independence. Based on the results of such procedures, no material transactions took place and no such commitments or conflicts of interest were identified in 2018.
Directors’ independence is assessed based on the Finnish Corporate Governance Code’s independence criteria and other factors and circumstances to be taken into account in the overall evaluation from both the standpoint of the company and the directors. A Board member is obliged to provide sufficient information for the evaluation of his/her independence.
The Board of Directors’ Nomination and Governance Committee has adopted this criteria for the evaluation of director independence.
According to the evaluation carried out by the Board, all directors are independent of the company’s significant shareholders as none of the company shareholders holds 10 percent or more of the company’s shares or votes attached thereto.
In addition, according to the Board’s director-specific overall evaluation, all non-executive directors are independent of the company, including Berndt Brunow, Veli-Matti Reinikkala and Björn Wahlroos, who have been the company’s non-executive directors for more than ten consecutive years. Based on the Board's overall evaluation of these directors’ independence, their independence is not compromised due to their long service history, and no other factors or circumstances have been identified that could impair their independence.
As the President and CEO of the Company, Jussi Pesonen is not independent of it.