Board of Directors

Composition of the Board of Directors

The company has a Board of Directors comprising no fewer than five (5) and no more than eight (8) ordinary members. The Board members are elected by the Annual General Meeting, and the term of each member ends at the closing of the Annual General Meeting following an election.

Board members are not subject to mandatory retirement terms, and a member whose term expires can be re-elected. For the remainder of the term in question, an annual or extraordinary General Meeting may elect a new member to replace a Board member who resigns or becomes permanently indisposed to complete the full term.

If shareholders with control of more than 10% of the voting power of the company inform the company's Board of Directors of their proposal for Board members to be elected at an annual General Meeting, information on this proposal shall be included in the notice of the meeting. A prerequisite for this is that the persons proposed have given their consent to being elected and that the company was informed of the proposal sufficiently enough to include it in the notice.

The Managing Director or his/her deputy cannot be elected as a member of the Board of Directors.

Upon drafting a proposal for the composition of the Board of Directors, the Nomination Committee must ensure that the Board composition proposed takes sufficient account of the company's diverse role as a financier of its customers and as a credit institution under official supervision, and of the ownership structure of the company.

On the whole, the Board must have a particular understanding of the operations of a credit institution, the requirements pertaining to such operations and the risks involved. With regard to the proposed members of the Board, the Nomination Committee must also take account of the demands concerning the independence of the members and the candidates' possibilities for managing their duties. According to the Articles of Association, a person who has not reached 68 years of age upon election may be elected as a Board member.

Of the members of the Board of Directors, two must be independent of the company's significant shareholders, and the majority of the Board members must be independent of the company. Such independence is assessed against the criteria set in the Finnish Corporate Governance Code.

The Board elects a chairperson and a vice chairperson from among its members for a term lasting from the election until the closing of the following Annual General meeting. The Shareholders' Nomination Committee makes a proposal to the Board of Directors of the chairperson and vice chairperson to be elected to the Board.

Members of the Board of Directors

Helena Walldén
b. 1953
Chairperson of the Board of Directors

  • M.Sc. (Eng)
  • Primary occupation: Board professional
  • Other key positions of trust: -
  • Independent of the company and its significant shareholders
  • Chairperson of the Board of Directors since 2016
     

Tuula Saxholm
b. 1961
Vice Chairperson of the Board of Directors

  • M.Sc. (Econ.)
  • Primary occupation: Finance Director, City of Helsinki 
  • Other key positions of trust: Helsinki Metropolia University of Applied Sciences, member of the Board of Directors; Helsingin kaupungin asunnot Oy, member of the Board of Directors; Helsingin Leijona Oy, member of the Board of Directors; Port of Helsinki, member of the Board of Directors; chairperson of the Board of Directors of the City Financial Administration Services Corporation; Pääkaupunkiseudun Junakalusto Oy, chairperson of the Board of Directors; HYKSin kliiniset palvelut Oy, member of the Board of Directors
  • Independent of the company
  • Member of the Board of Directors since 2013
     

Fredrik Forssell
b. 1968
 

  • M.Sc. (Econ.)
  • Primary occupation: CIO, Internal equity & FI, Keva
  • Other key positions of trust: -
  • Independent of the company
  • Member of the Board of Directors since 2011
     

Minna Helppi
b. 1967
 

  • M.Sc. (Econ.)
  • Primary occupation: SVP Group Treasurer, Metso Corporation
  • Other key positions of trust: Rauma Oy, chairperson of the Board of Directors
  • Independent of the company and its significant shareholders
  • Member of the Board of Directors since 2017
     

Markku Koponen
b. 1957
 

  • Master of Laws with court training, EMBA
  • Primary occupation: Board professional
  • Other key positions of trust:  Helia-säätiö, chairperson of the Board of Directors; HSO-säätiö, chairperson of the Board of Directors; Kiinteistö Oy Opetustalo, vice chairperson of the Board of Directors
  • Independent of the company and its significant shareholders
  • Member of the Board of Directors since 2018
     

Jari Koskinen
b. 1960
 

  • M.A. (Pol.Sc.)
  • Primary occupation: Director General, Association of Finnish Local and Regional Authorities
  • Other key positions of trust: Finnish Consulting Group Oy, chairperson of the Board of Directors; KL-Kustannus Oy, chairperson of the Board of Directors
  • Independent of the company and its significant shareholders
  • Member of the Board of Directors since 2017
     

Kari Laukkanen
b. 1964
 

  • M.Sc. (Econ.)
  • Primary occupation: independent consultant, Lauvest Ltd
  • Other key positions of trust: Bankify Oy, member of the Board of Directors; Nuori Yrittäjyys ry, member of the Board of Directors
  • Independent of the company and its significant shareholders
  • Member of the Board of Directors since 2018
     

Vivi Marttila
b. 1966
 

  • M.Sc. (Econ.)
  • Primary occupation: Mayor of the municipality of Simo
  • Other key positions of trust: LocalTapiola Lappi Mutual Insurance Company, board member
  • Independent of the company and its significant shareholders
  • Member of the Board of Directors since 2016

Operation of the Board of Directors

The Board of Directors is responsible for managing the administration of the company and the appropriate arrangement of its operations. The Board is responsible for the duties specified for it in the Limited Liability Companies Act, the company's Articles of Association, and other laws and decrees and regulations issued by public authorities.

At Municipality Finance, the duties and operational principles of the Board have been laid down as part of the Board's rules of procedure which are part of the company's internal guidelines. Key duties of the Board include confirming the company's strategy, annual business plan and budget; monitoring the company's financial standing; and ensuring that the company's administration and its risk management in particular have been properly arranged by the company management. Furthermore, the Board decides on all matters that are far-reaching in terms of the nature and scope of the company's operations.

The auditor and internal audit report to the Board of Directors, which ensures that the Board receives independent information on the state of the company. The company confirms the company's values and ethical code as well as other policies steering its operations. The Board is responsible for the hiring and dismissal of the Managing Director and his/her deputy, and decides on the principles of the remuneration system.

Every year, the Board independently assesses the efficiency of its work and the quality of its performance in fulfilling its duties.

Committees of the Board of Directors

In order to organise its work as efficiently as possible, the Board of Municipality Finance has established an Audit Committee, a Risk Committee and a Remuneration Committee for the contribution and preparation  of matters. In addition to these, the Board may also establish other committees as necessary. From among themselves, members of the Board select the members and chairpersons of the various committees on an annual basis. The committees regularly report on their activities to the Board.

The term of the committee members lasts until the closing of the Annual General Meeting following an election.

As members of the Audit Committee, the Board should endeavour to choose those Board members who are deemed to have sufficient qualifications and experience with regard to the matters discussed by the Audit Committee. At least one member must possess expertise on management accounting, bookkeeping or auditing, in particular. Members of the Audit Committee must be independent of the company, and at least one member must be independent of its significant shareholders.

The purpose of the Audit Committee, as a preparatory body, is to assist the Board of Directors in duties related to financial reporting and internal control. The Audit Committee supervises work of the external and internal audit. 

Members of the Audit Committee:

  • Markku Koponen, chairperson
  • Kari Laukkanen
  • Vivi Marttila

In accordance with the Act on Credit Institutions, the Risk Committee assists the Board in the matters with regard to the institution’s overall risk appetite and strategy, and in overseeing that the management complies with the risk strategy decided by the Board. The Risk Committee is to estimate whether the prices for the services that tie up capital correspond with the institution’s risk strategy and, in the event this is not the case, to present a remedy plan to the Board.

Further, the Risk Committee shall assist the Remuneration Committee in the establishment of sound remuneration policies, and to assess whether the incentives provided by the remuneration system take into consideration the institution’s risks, capital and liquidity requirements, and the likelihood and timing of the earnings.

Members of the Risk Committee:

  • Fredrik Forssell, chairperson
  • Minna Helppi
  • Kari Laukkanen

The Remuneration Committee comprises no fewer than three members, the majority of whom must be independent of the company. The President and CEO or any other member of the management may not be a member of the Remuneration Committee.

The Remuneration Committee assists the Board and, as a general rule, prepares all Board decisions related to remuneration and benefits, assesses the efficiency of the company's remuneration system, and prepares changes related to the development of the system.

Members of the Remuneration Committee:

  • Helena Walldén, chairperson
  • Tuula Saxholm
  • Markku Koponen
  • Jari Koskinen
Last modified: 
06/28/2018