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 nine (9) 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

Kari Laukkanen
b. 1964
Chairperson of the Board of Directors

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

Long and diverse international banking experience in various positions at a global banking group (Citigroup, 1990-2016, last 13 years Managing Director, Citi Country Officer of the Finnish branch).

Maaria Eriksson
b. 1967
Vice Chairperson of the Board of Directors

  • M.Sc. (Econ.), CEFA
  • Primary occupation: Deputy CIO and COO, Investments, Keva
  • Other key positions of trust: Advisory Committee for Investments of the University of Oulu, member; Kannelmäki school, chairperson of the Board of Directors
  • Independent of the company
  • Member of the Board of Directors since 2019 

Long and diverse experience in capital market tasks at Keva, Finland’s largest occupational pension insurance company (since 1998) and before that as portfolio manager and economist in the banking sector (Merita 1996-1998) and as an economist at the Bank of Finland (1994-1996).

Markku Koponen
b. 1957

  • Master of Laws with court training, EMBA
  • Primary occupation: Board professional
  • Other key positions of trust: –
  • Independent of the company and its significant shareholders
  • Member of the Board of Directors since 2018

Long and diverse experience of various tasks at one of the largest banking groups in Finland, particularly communications, legal affairs and banking regulation (OP Pohjola, 1985-2017 out of which over 20 years in executive board and board of directors duties).

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, member of the Board of Directors
  • Independent of the company and its significant shareholders
  • Member of the Board of Directors since 2016

Long and diverse experience of auditing in the public sector and at listed companies (1990-2001 and 2011-2015) as well as a city finance director (2001-2011).

Tuomo Mäkinen

Tuomo Mäkinen
b. 1972

  • Education: M.Sc. (Econ)
  • Primary occupation: Finance Manager, City of Helsinki
  • Previous key work history and positions of trust:
  • Other material positions of trust: Helsinki Stadion Oy, Chairman of the Board of Directors, (belonging to the group of the City of Helsinki, non-commercial entity)
  • Independence: Non-independent of the Company and its significant

Long experience (since 2000) of different management level positions in financial and finance administration. Finance Manager since 2014.

Minna Smedsten

Minna Smedsten
b. 1972

  • Education: M.Sc. (Econ)
  • Primary occupation: CFO, Taaleri Plc Other material positions of trust: Basware Corporation, member of the Board of Directors, Chairman of Audit Committee, Board memberships of companies belonging to the Taaleri group: Taaleri Biohiili Oy GB Oy, Windfarm Ylivieska Pajukoski Infrastructure Oy, Taaleri Biojalostamo GP Oy, Taaleri Porin Asuntorahaston hallinnointiyhtiö Oy, Taaleri Tuulitehtaan hallinnointiyhtiö Oy, Taaleri Biotehtaan hallinnointiyhtiö Oy, Nybyn TP Oy, Taaleri Ovitehtaan hallinnointiyhtiö Oy, Myllykankaan TP Oy, Taaleri Afrikka Rahaston hallinnointiyhtiö Oy, Taaleri Tuulitehdas II hallinnointiyhtiö Oy, Taaleri Kiertotalous GP Oy, Taaleri Energia Oy, Taaleri Georahasto I GP Oy, Pajukosken Tuulipuisto Oy, Kantin TP Oy, Myllykankaan TP II Oy, KivivaaraPeuravaaran TP Oy, Pudasjärven TP Oy, Kooninkallion TP Oy, Kytölän TP Oy, Limakon TP Oy, Taaleri Tuulitehdas III GP Oy, Kivivaara-Peuravaaran TP 2A Oy, Kivivaara-Peuravaaran TP 2B Oy, Posion TP Oy, Taaleri Varainhoito Oy
  • Independence: Independent of the Company and its significant shareholders

Long experience (since 2000) of financial adminitration in management positions from the financial sector (Taaleri, GreenStream, Kaupthing Bank, Norvestia)

Denis Strandell
b. 1958

  • M.Sc. (Econ.)
  • Primary occupation: Mayor of the city of Hanko
  • Other key positions of trust: C-Fiber Hanko Oy, member of the Board of Directors
  • Independent of the company and its significant shareholders
  • Member of the Board of Directors since 2020

Long and diverse experience of capital markets and providing investment services at banking and investment service groups in Finland and in the Nordics (1986–2011, Protos, Aktia, Unibank, Danske Bank, FIM). Long experience (from 2000) of the administration of the Finnish municipality sector from the City Council and Board of Kirkkonummi, before the position as the Mayor of the City of Hanko (from 2015).

Leena Vainionmäki

Leena Vainiomäki
b. 1961

  • Education: Master of Political Sciences, MBA
  • Primary occupation: Board professional
  • Other material positions of trust: Knowit Insight Oy, member of the Board of Directors, LRV Corp Oy, member of the Board of Directors, Suomi-rata Oy (Finnish Rail Ltd), member of the Board of Directors, member of the Audit Committee (non-commercial), Veikkaus Oy, member of the Board of Directors
  • Independence: Independent of the Company and its significant shareholders

    Long and diverse experience of different management positions from banking sector, latest being the Country Manager (Finland) of Danske Bank (2018-2020) and before that other management positions at Danske Bank since 2011 and at Nordea and its predecessors since 1988. Also Board positions at companies belonging to the Danske Group.

Kimmo Viertola
b. 1961

  • M.Sc. (Econ.)
  • Primary occupation: Director General, the Government Ownership Steering Department
  • Other key positions of trust: Solidium Oy, member of the Board of Directors; Fortum Corporation, Chairman of the Nomination Board (non-commercial); Neste Corporation, Chairman of the Nomination Board (non-commercial)
  • Independent of the company, non-independent of its significant shareholders (works for a significant shareholder)
  • Member of the Board of Directors since 2020

Long and diverse experience of venture capital investment (Suomen Teollisuussijoitus Oy 1998–2017), domestic and international corporate funding, aquisitions (FennoScandia Bank 1989–1992, Skopbank 1993–1994, PriceWaterhouse 1995–1998) and Board work as part of the current (from 2018) and previous duties.

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

The Committees comprise of no fewer than three members. The Committees shall not be composed of entirely a same group of members that forms another Committee.

The Committees regularly report on their activities to the Board.

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 the work of external and internal audit.

With respect to the internal control and financial reporting, the Audit Committee for example monitors the effectiveness of MuniFin’s internal control and risk management systems, including monitoring of process of financial reporting. The Committee also deals with the quality and accuracy of the company’s financial statements and the information contained therein. Concerning the external audit, the Audit Committee for example prepares proposals for selecting (including compensation) the external auditors for the Board and finally to the General Meeting. In addition, the Committee assesses the external auditing plan, the reporting of the auditor and the effectiveness and independence of the auditor. The Internal Audit reports its activities to the Audit Committee and the Committee assesses the auditing plan and efficiency of the internal audit and supervises the implementation of audit recommendations. The duties of the Committee include the preparation of proposals for selecting or dismissing the head of Internal Audit. In addition, the Audit Committee monitors the fulfilment of the company’s Corporate Governance Policy and reviews significant investment proposals to be submitted for the approval of the Board. The Audit Committee makes recommendations and action proposals concerning its duties for the Board when necessary.

The composition of the Committee shall take into account the sufficient independency of the Committee and at least one member must be independent from the credit institution and its significant shareholders with sufficient expertise in accounting and auditting. The Committee shall have sufficient expertise in accounting, bookkeeping, financial reporting and practices concerning financial statements as well as internal audit. 

Members of the Audit Committee:

  • Markku Koponen, chairperson
  • Vivi Marttila
  • Minna Smedsten
  • Denis Strandell

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.

The composition of the Committee shall take into account the sufficient independency of the Committee. The Chair of the Committee should be neither the Chair of the Board nor the Chair of any other Committee. Members of the Committee must possess, individually and collectively, appropriate knowledge, skills and expertise concerning risk management and control practices.

Members of the Risk Committee:

  • Leena Vainionmäki, chairperson
  • Maaria Eriksson
  • Kari Laukkanen
  • Tuomo Mäkinen

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

The composition of the Committee shall take into account the sufficient independency of the Committee. The Committee shall collectively have appropriate knowledge, expertise and professional experience concerning the remunaration policies and practices, risk management and control activities, namely with regard to the mechanism for aligning the remuneration structure to the credit institutions risk and capital profiles.

Members of the Remuneration Committee:

  • Kari Laukkanen, chairperson
  • Leena Vainionmäki
  • Kimmo Viertola