Page 57 - Restamax Plc Annual Report 2017

57

SELECTION, TERM OF OFFICE AND 2014 financial period, and Mika Niemi served as the CEO
COMPOSITION OF THE MEMBERS OF of Rengasravintolat Oy.
THE BOARD OF DIRECTORS
During the financial period, the Board of Directors had
seventeen (17) meetings. Some of the meetings were
The Annual General Meeting selects the members of the held by e-mail or telephone.
Board of Directors annually. According to the Articles of
Association, the Board of Directors consists of no less The attendance of the members of the Board at the
than five and no more than seven members. The term 2017 meetings:
of office of the members of the Board of Directors ends
when the following Annual General Meeting is con- Timo Laine 17/17
cluded. Mikko Aartio 15/17
Jarmo Viitala 14/17
In addition to the Board members, meetings are at- Petri Olkinuora 16/17
tended by the CEO, CFO, the secretary of the Board and, Mika Niemi 15/17
when necessary, separately invited persons. Timo Everi 15/17

The Board of Directors evaluates the independence of its The composition of the Board of Directors does not meet
members annually and reports which Board members it Recommendation 9 of the Finnish Corporate Govern-
defines as independent of the company and of signifi- ance Code concerning diversity, in that both genders are
cant shareholders. not represented on the Board. However, the company’s
objective is to include both genders in the composition of
In 2017, the members of the Board of Directors of the the Board of Directors.
company were:

Timo Laine, b. 1966, diploma in marketing, Chairman
of the Board REMUNERATION FOR THE MEMBERS OF
Direct and controlling interest 4,698,844 shares THE BOARD OF DIRECTORS

Mikko Aartio, b. 1969, vocational qualification in
business and administration for upper-secondary The Annual General Meeting decides on the remunera-
school graduates tion paid to the members of the Board of Directors. In
Direct and controlling interest 3,560,163 shares 2017, the annual remuneration of the Chairman of the
Board of Directors was €25,000, for the Vice-Chairman
Jarmo Viitala, b. 1960, M. Sc. in Economy it was €20,000, and for the members of the Board
Direct and controlling interest 24,900 shares €10,000. A separate meeting attendance allowance is
not paid.
Petri Olkinuora,b. 1957, M. Sc. (Tech.), MBA,
Vice-Chairman of the Board
Direct and controlling interest 12,500 shares
CEO AND THE EXECUTIVE TEAM
Mika Niemi, b. 1966, vocational qualification in
business and administration Restamax Plc’s Board of Directors appoints the CEO of
Direct and controlling interest 2,236,789 shares the company, supervises his or her work and decides
on the remuneration and benefits to be paid and the
Timo Everi, b. 1963, BBA, eMBA conditions of the post. The CEO is not a member of the
Direct and controlling interest 0 shares Board of Directors. He or she is in charge of the parent
company’s and the Group’s operative management and
Jarmo Viitala, Petri Olkinuora and Timo Everi are the control in accordance with legislation and the guide-
Board members independent of the company and of lines given by the Board of Directors.
significant shareholders. The composition of Restamax’s
Board of Directors deviates from the independence Markku Virtanen served as the company’s CEO un-
recommendation of the Corporate Governance Code, til 21 May 2017. CFO Jarno Suominen served as the
according to which the majority of the Board mem- acting CEO between 22 May 2017 and 31 August 2017.
bers shall be independent of the company and at least M.Sc. (Tech.) Juha Helminen (born 1977) has served as
two of the persons representing this majority shall be the company’s CEO from 1 September 2017 on. On 31
independent of significant shareholders of the com- December 2017, Helvest Oy, which is controlled by Juha
pany. Three members of the Board (Laine, Aartio and Helminen, owned 23,400 shares in Restamax Plc.
Niemi) are dependent on the company, which is why
the composition of the Board of Directors does not meet The CEO manages the administration of routine mat-
Recommendation 10 of the Corporate Governance Code ters of the company and of the Group in accordance
in this respect. This deviation is still justified by the with the instructions and orders issued by the Board
Rengasravintolat corporate acquisition carried out in the of Directors. The CEO is directly responsible for the

Annual Report 2017