
Sustainability report
GovernanceFinancial reviewAnnual review
ANNUAL REPORT 2021/86
Diversity Princi
ples for the Board of Directors
Scanfil plc operates in the international contract manufacturing market and
its
customers include global companies in various industries. For the Board to
be
effective, its members must possess experience from several different
industries, be
well versed in international business and have insight into the global
trends that affect
the development of the contract manufacturing market. The
Nomination Committee
should consider the education and professional and
international experience of the
candidates, as well as their individual
characteristics, when preparing the proposal
for the Board’s composition. The
aim is to form a diverse Board with a sufficient
number of members, who are able
to take responsibility for developing the company’s
operations and strategy in its
line of business, and who are competent to manage the duties and
responsibilities of the Board. Scanfil plc aims to have a sufficiently diverse
gender and age distribution of the Board of Directors.
The Annual General Meeting held on April 22, 2021, elected five (5) members to
the
Board, four of whom are men and one woman. Board members have either
technical
or business degree. In addition, the above-mentioned factors and
characteristics relevant to the diversity of the Board were represented in the
composition of the Board in 2021.
Board Committees
The Board of Directors has established two committees: a Nomination
and
Remuneration Committee and an Audit Committee.
The task of the Nomination and Remuneration Committee is to prepare
matters
related to the appointment and remuneration of the members of the
Board of
Directors and, when necessary, find suitable members for it. The
Committee has three
members: Harri Takanen (Chair), Jarkko Takanen and Bengt
Engström. The committee
convened four times in 2021. The attendance rate of its
members was 100%.
The Audit Committee is responsible for monitoring the financial reporting process and
the reporting of financial statements and interim reports, as well as monitoring the
functionality of internal control and risk management in the company. It also
evaluates
the appropriateness of auditing and prepares the proposal for the
appointment
of an auditor. The committee has three members: Jarkko
Takanen (chair), Harri
Takanen and Christina Lindstedt. The committee
convened four times in 2021. The attendance rate of its members was 100%.
CEO
The Board of Directors decides on the appointment and dismissal of the CEO and
the terms and conditions of his employment.
The CEO is covered by the performance and profit bonus systems decided upon
separately by the Board of Directors. Petteri Jokitalo, M.Sc. (Eng.), has been the
CEO of the company since April 1, 2013. Petteri Jokitalo holds (31 Dec. 2021) 312,000
shares in Scanfil plc and he has the following option rights: option program 2019(A)
for 110,000 shares, 2019(B) for 120,000 shares and 2019(C) for 120,000 shares.
The CEO’s duties are determined in accordance with the Companies Act. The
CEO is in charge of the company’s operative management in accordance with
the guidelines and orders given by the Board of Directors. The CEO shall ensure
that the company’s accounting practices comply with legislation and that asset
management is organized in a reliable manner. The CEO is the chairman of the
company’s Management Team.
The CEO has a separate service contract that is valid until further notice with a mutual
notice period of six months. Should the company terminate the service contract made
with the CEO, an amount equivalent to the monetary salary of 12 months will be paid
to the CEO as a severance package in accordance with the terms and conditions
of his service contract. The CEO’s retirement age is the statutory retirement age.
Other management
The principal duty of the Management Team is to assist the CEO in the company’s
operative management. The Team’s other duties include matters relating to long-
term planning, the planning and monitoring of investments and the allocation of
resources to key operations.
Riku Hynninen, Chief Operating Officer
Riku Hynninen (b. 1972), M.Sc. (Mech.Eng.) was responsible for factories’ financial and
operational performance and development, global sourcing and supply chain. Chief
Development Officer as of January 1, 2022. He holds (31 Dec 2021) 26,150 shares in
Scanfil plc and has the following option rights: option program 2019(A) for 20,000
shares, 2016(B) for 20,000 shares and 2019(C) for 20,000 shares.
Markku Kosunen, Chief Technology Officer
Markku Kosunen (b. 1967), technology undergraduate, was responsible for ICT,
ERP, Quality processes and systems, production technology and investments.
Chief Procurement Officer as of January 1, 2022. He holds (31 Dec. 2021) 52,763
shares in Scanfil plc and has the following option rights: option program 2016(C)
for 20,000 shares, 2019(A) for 20,000 for shares, 2091(B) for 20,000 shares and
2091(C) for 20,000 shares.
Timo Sonninen, Vice President, Sales and
Business Development
Timo Sonninen (b. 1966), BSc (Eng.) was in charge of sales and business development
until 17 January 2022. Chief Operating Officer as of January 1, 2022. He holds (31
Dec. 2021) 140,500 shares in Scanfil plc and he has the following option rights:
option program 2019(A) for 20,000 shares, 2019(B) for 20,000 shares and 2019(C)
for 20,000 shares.
Kai Valo, Chief Financial Officer
Kai Valo (b. 1965), MSc (Economics), Group’s Chief Financial Officer. He holds (31
Dec. 2021) 20,000 shares in Scanfil plc, and has the following option rights: option
program 2016(C) for 20,000 shares, 2019(A) for 20,000 shares, 2019(B) for 20,000
shares and 2019(C) for 20,000 shares
Christina Wiklund, Chief Commercial Officer (as of January 17, 2022)
Christina Wiklund (b. 1971), BSc (Soc.) responsible for sales and marketing activities
and customer relations as of 17 January 17, 2022. Did not hold any shares not option
rights on December 31, 2021.
Kristoffer Asklöv, who was in charge of business development and sales in Central
Europe left the company on August 31, 2021.
DESCRIPTIONS OF INTERNAL CONTROL PROCEDURES AND
THE MAIN FEATURES OF RISK MANAGEMENT SYSTEMS
RELATED TO THE FINANCIAL REPORTING PROCESS
Risk Management
The Board of Directors of Scanfil plc is responsible for ensuring the
appropriate
organization of the Group’s risk management and internal control
and audit. Risk
management is based on a risk management policy approved by the
Board, aimed at
managing risks in a comprehensive and proactive manner. The
assessment of risks
is part of the annual strategy and business planning process.
There is no separate
risk management organisation; risk management is
incorporated into the business
processes and the management system and it is
coordinated by the Group’s CFO.
Risk management aims to observe and analyse factors that might have a
negative
impact on the achievement of the company’s goals and to take measures
to mitigate
or completely eliminate the risks. The operative units report on
business risks in
accordance with the management and reporting system.