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Board of Directors

The Board is responsible for corporate governance and the appropriate conduct of ordinary activities pursuant to the Limited Liability Companies Act and other regulations. The Board holds the general authority in company-related issues, unless other company bodies have the authority under the applicable legislation or the Articles of Association. The policies and key tasks of the Board are defined in the Limited Liability Companies Act, the Articles of Association, and the Board’s rules of procedure.

The key tasks include:

  • Consolidated financial statements, half year reviews and interim reports
  • Matters presented to the General Meeting
  • Appointing and dismissing the President and CEO
  • Organization of financial control.

In addition, the Board deals with, and decides on, matters of principle, as well as issues that carry financial and business significance, such as:

  • Group and business unit level strategies
  • The Group’s action, budget, and investment plans
  • The Group’s risk management and reporting procedures
  • Decisions concerning the structure and organization of the Group
  • Significant individual investments, acquisitions, divestments, and reorganizations
  • The Group’s insurance and financing policies
  • Reward and incentive schemes for the Group’s management
  • Appointing Board committees, and
  • Monitoring and evaluating the actions of the President and CEO.

The Company has a separate Audit Committee and a Personnel and Remuneration Committee.

The President and CEO of Nokian Tyres is in charge of ensuring that the Board members have the necessary and sufficient information on the Company’s operations. The Board assesses its activities and operating methods by carrying out a self-evaluation once a year. Members of the Board will not participate in making a decision where the law states that they must be disqualified due to a conflict of interest.

In 2018, in addition to its regular duties, the Board discussed the Company’s strategy that was updated in early 2018. The Board also discussed the incentive schemes. Incentive schemes support the Company in fulfilling its strategy.

Composition of the Board

According to the Articles of Association of Nokian Tyres, the Board of Directors comprises no fewer than four and no more than eight members. The proposal regarding the composition of the Board for the General Meeting is prepared by the Personnel and Remuneration Committee. The number of Board members and the composition of the Board shall be such that the Board is capable of efficiently carrying out its tasks, while taking into account the requirements set by the Company’s operations and its stage of development. The elected Board members must be qualified for the task and able to allocate enough time for the Board duties.

Members of the Board are elected at the Annual General Meeting for a one-year term of office that begins after the closing of the Annual General Meeting and ends at the end of the next Annual General Meeting. The Board of Directors appoints a Chairman and a Deputy Chairman from among its members. The remuneration payable to the Board members is also confirmed at the Annual General Meeting.

The Board meetings usually take place in Helsinki. The Board also visits the main units of the Group and holds its meetings at these locations. When necessary, telephone conferences can also be arranged. The President and CEO participates in the Board meetings. The Chief Financial Officer and other Group Management Team members as well as the internal auditor participate in the Board meetings, when necessary. The auditor participates annually in the meetings dealing with financial statements and the auditing plan. The Group General Counsel is the secretary of the Board. At the end of its meetings, the Board holds discussions without the Company’s senior management.

Information on the Board members

The Annual General Meeting on April 10, 2018 elected 8 Board members. The Board members Heikki Allonen, Raimo Lind, Veronica Lindholm, Inka Mero, George Rietbergen, and Petteri Walldén were re-elected. Kari Jordan and Pekka Vauramo were elected as new members. In the constituent meeting held after the Annual General Meeting, the Board appointed Petteri Walldén as its Chairman and Kari Jordan as the Deputy Chairman.

Board of Directors

Independence of the Board members

Pursuant to the recommendation of the Corporate Governance Code, the Board assesses the independence of its members annually. According to the Board’s estimate, all board members are independent of the Company and its major shareholders.

Shares owned by Board members and their controlled corporations

Nokian Tyres holdings of the Company’s current Board members

Number of shares,
December 31, 2018

Petteri Walldén, chairman

20,865

Kari Jordan, deputy chairman

1,011

Heikki Allonen, member

1,867

Raimo Lind, member

3,862

Veronica Lindholm, member

1,867

Inka Mero, member

3,260

George Rietbergen, member

1,204

Pekka Vauramo, member

674

Total

34,610

The Board members’ attendance at meetings
The Board convened a total of 12 times in 2018.

Attendance at meetings by the Company’s Board members in 2018

Attendance/meetings

Petteri Walldén, chairman

12/12

Kari Jordan, deputy chairman (since April 10, 2018)

8/8

Heikki Allonen, member

12/12

Raimo Lind, member                                       

12/12

Veronica Lindholm, member

12/12

Inka Mero, member

12/12

George Rietbergen, member

12/12

Pekka Vauramo, member (since April 10, 2018)

7/8

Diversity of the Board of Directors

The Company sees diversity as a success factor enabling the achievement of Nokian Tyres’ strategic goals and business growth. In practice, diversity means different factors such as gender, age, nationality, and the complementary expertise of the members, their education and experience in different professional areas and industrial sectors. Leadership experience and personal capacities are also considered.

The Board shall have no fewer than two representatives from both genders. If two candidates are equally qualified, the candidate from the minority gender has priority. This goal has been met in the current Board. The Board members have significant experience in industry, consumer business and financial management, among other things. The status and progress of diversity will be monitored by the Personnel and Remuneration Committee in its self-assessment discussion.

The principles concerning the selection of the Board and its diversity are visible on the Company’s website at www.nokiantyres.com/company/investors/.

Committees of the Board

The Board will decide on the committees and their chairpersons and members each year during the constituent meeting. In 2018, the Board had two committees: the Personnel and Remuneration Committee and the Audit Committee. Each committee must include no fewer than three members having the competence and expertise necessary for working in the committee. The majority of the members of the Personnel and Remuneration Committee must be independent of the Company The members of the Audit Committee must be independent of the Company, and at least one member must be independent of all major shareholders. The President and CEO and the other members of the Company management cannot act as members of the Personnel and Remuneration Committee.

Personnel and Remuneration Committee

The committee prepares a proposal to the General Meeting on the members to be appointed to the Board of Directors and the remuneration to be paid to the Board members. In addition, the committee prepares a proposal to the Board on the Company’s President and CEO and on the salary and other incentives paid to the President and CEO. The Personnel and Remuneration Committee also submits a proposal to the Board on the allocation and criteria of the personnel share rewards system and other incentives. The committee has no independent decision-making power; collective decisions are made by the Board, which is responsible for carrying out the tasks assigned to the committee.

The committee receives access to the information regarding factors affecting the assessment of the independence of new member candidates and the results from the assessment of the Board’s work.

In 2018, the members of the Personnel and Remuneration Committee were Kari Jordan (chairman) from April 10, 2018 onwards, Raimo Lind until April 10, 2018, Veronica Lindholm, and Petteri Walldén.

The committee assembled 10 times.

All committee members are independent of the Company and of all major shareholders in the Company.

Audit Committee

The Audit Committee assists the Board of Directors in its regulatory duties and reports to the Board. The committee has no independent decision-making power; collective decisions are made by the Board, which is then responsible for carrying out the tasks assigned to the committee.

According to the rules of procedure specified by the Board, the committee controls that bookkeeping, financial administration, financing, internal control, internal auditing, audit of the accounts, and risk management are appropriately arranged in the Company. The committee follows the reporting process for financial statements as well as any significant changes in the recording principles and the items valued in the balance sheet. The committee also processes the general description of the mechanisms of internal auditing and risk management of the financial reporting process, which forms part of the Corporate Governance Statement. The committee follows the statutory auditing of the financial statement and the consolidated financial statements and assesses the independence of the statutory auditor. The committee prepares the draft resolution on selecting the auditor. The Audit Committee must have the expertise and experience required for its tasks.

In 2018, the members of the Audit Committee were Raimo Lind (chairman), Heikki Allonen, Inka Mero, George Rietbergen until April 10, 2018, and Pekka Vauramo from April 10, 2018 onward. The Company’s chief auditor participates in the committee’s meetings.

The committee assembled 5 times in 2018.

All committee members are independent of the Company and of all major shareholders in the Company.

The attendance of Board members at committee meetings in 2018

  Personnel and Remuneration Committee Audit Committee
Petteri Walldén 10/10  
Kari Jordan (since April 10, 2018) 6/6   
Heikki Allonen   5/5 

Raimo Lind

4/4 5/5 
Veronica Lindholm 10/10  
Inka Mero    5/5
George Rietbergen (until April 10, 2018)   1/1
Pekka Vauramo (since April 10, 2018)   1/1