The board of directors

The Board is responsible for supervising the management and the proper organization of the operations of the company. The Board issues orders and instructions to the operative management of the company, appoints and dismisses the Managing Director, approves the strategic goals and the principles of risk management for the company and ensures the proper operation of the management system. The Board must also ensure that the company has duly endorsed the corporate values applied to its operations. The duty of the Board is to promote the interests of the company and of all its shareholders. Board members do not represent the interests of the parties who have proposed their election as members of the Board.

Charter of the board

The Board of Directors has adopted a written charter for its work that defines the duties of the Board, the Chairman of the Board and the Managing Director.

To discharge its duties, the Board of Directors:

  • Decides the Group's business strategy, ensures the strategy is always up to date and regularly monitors  implementation of the strategy
  • Decides the goals for corporate social responsibility
  • Decides the Group's capital structure
  • Decides the company's dividend policy and recommends to the General Meeting the amount of dividend to be declared
  • Decides investment authorizations and reporting
  • Approves the investment plan and the principles governing the use of derivative contracts
  • Decides loans and guarantees and other forms of security
  • Approves the operational plans, objectives and budgets and supervises their implementation
  • Decides the human resources policy
  • Confirms the common guidelines for the Group's entire internal control and ensures that the Group, with a view to the nature and extent of corporate operations, has adequate internal control and risk management systems
  • Deals with and decides on the interim reports, report of operations and financial statements
  • Decides major investments, company acquisitions, property divestments and other agreements
  • Decides the Group's organizational structure
  • Appoints the Managing Director, deputy to the Managing Director and other immediate subordinates of the Managing Director and decides their salaries, benefits and other terms of employment
  • Appoints the members of major subsidiaries' Boards of Directors
  • Decides on the management and staff's compensation systems, monitors the implementation of these and, where necessary, forwards motions to the General Meeting of Shareholders

Board meetings

During the financial year 2010-2011, the Board held 8 meetings. Attendance at Board meetings has been 100 percent.


Performance evaluation of the Board 

The Board conducts an annual evaluation of its performance and working methods as an internal self-evaluation. The evaluation is carried out in December.


Election of the Board of Directors 

The General Meeting of the company elects the Board of Directors. By electing Board members, shareholders can contribute to the management and thereby to the operation of the entire company. The company's Articles of Association contain no provisions on a special order of appointment of the Board members.

The Board elects the Chairman of the Board from among its members and a possible deputy to the Chairman. The Managing Director of the company may not be elected Chairman of the Board.

Number of the Board members 

Under the company's Articles of Association, the Board shall comprise three to six ( 3 to 6 ) ordinary members. In addition, the Board may have one to three (1 to 3) deputy members.

Term of the Board of Directors

Members of the company's Board of Directors are elected for a term of office lasting one (1) year. There are no restrictions on the number of successive terms of office a Board member may hold.

Notification of Board member candidates to shareholders

Board member candidates notified to the board shall be disclosed in the invitation to the company's General Meeting, provided that the candidate is supported by at least 10% of the total votes of all the shares of the company and the candidate has given his/her consent to standing for election. Candidates proposed after the delivery of the invitation shall be disclosed separately.

Special order of appointment of Board members

The company's Articles of Association contain no provisions on a special order of appointment of Board members.

Qualifications of Board members 

A person elected as a Board member shall have the qualifications required to carry out the relevant duties and the possibility to devote sufficient time to the work. Carrying out the work of the Board successfully requires a knowledge of business operations or their subsectors. For the Board to work and function effectively, it is important that the Board is composed of members having a broad range of mutually complementary skills and experiences.  The age mix and the proportion of both sexes can also be taken into account in the composition of the Board. Every Board member should have the possibility to pay sufficient attention to the company's affairs. Board members, in particular the Chairman of the Board, are often required to render significant input for the benefit of the company even outside Board meetings. Factors impacting on evaluating whether a Board member has sufficient time available for this work include the Board member's principal occupation, secondary occupations and simultaneous membership of other boards.

Board member's right to receive information 

The company shall regularly provide the Board of Directors with sufficient information about the operations of the company, including the structure, business operations and markets of the company and the Group. New Board members will be introduced to the operations of the company.

Independence of Board members 

The majority of all Board members shall be independent of the company. In addition, at least two of the Board members representing this majority shall be independent of significant shareholders of the company.

Evaluation of independence

In each respective case, the Board of Directors must assess the independence of its members. The recommendation includes descriptions of situations where the Board member is not independent of the company. The company is owned almost entirely by the acting management and its inner circle. All shareholders have representation on the Board of Directors. Therefore, all shareholders are treated as equals, even though there are no independent members on the Board of Directors. 

Obligation to disclose information about the Board of Directors 

Name: Maino Savela
Year of birth: 1928
Education: BSc (Agriculture)
Principal occupation: retired
Principal working experience: office manager, Hyvinkään Säästöpankki (Savings Bank) 1955-69, marketing manager of Tuottajain Mylly Oy (now Myllyn Paras Oy) 1969-70, Managing Director 1970-88, Chairman of the Board 1989-
Member of the Board since 1970
Other simultaneous key positions of trust: -
Shareholdings in the company: -

Name: Pekka Savela
Year of birth: 1959
Education: MSc (Econ. & Bus. Adm.) , LLM
Principle occupation: Managing Director
Principal working experience: Assistant Managing Director 1985-88, Managing Director 1989-
Member of the Board since 1989
Other simultaneous key positions of trust: Board member of the Finnish Food and Drink Industries' Federation (ETL) 
Shareholdings in the company: 97,7%

Name: Erno Savela
Year of birth: 1989
Education: -
Principle occupation: -
Principal working experience: -
Member of the Board since 2011
Other simultaneous key positions of trust: -
Shareholdings in the company: 0,6 %

Name: Marko Savela
Year of birth: 1990
Education: -
Principle occupation: -
Principal working experience: -
Member of the Board since 2011
Other simultaneous key positions of trust: -
Shareholdings in the company: 0,6 %

Name: Aleksi Savela
Year of birth: 1992
Education: -
Principle occupation: -
Principal working experience: -
Member of the Board since 2011
Other simultaneous key positions of trust: -
Shareholdings in the company: 0,6 %

Name: Anni-Sofia Savela
Year of birth: 1992
Education: -
Principle occupation: -
Principal working experience: -
Member of the Board since 2011
Other simultaneous key positions of trust: -
Shareholdings in the company: 0,6 %

Board member's obligation to disclose information

Each member of the Board shall provide the Board with sufficient information to allow the Board to evaluate his/her qualification and independence and shall notify the Board on any changes in such information.