Good governance

We commit to good governance practices in all our activities. Transparent and clearly defined governance forms the basis of our reliable and responsible operations, while benefiting all stakeholders.

Corporate structure

Caruna Networks Oy Group (‘the Group’) comprises parent company Caruna Networks Oy and its subsidiaries Caruna Networks Sähkönsiirto Oy, Caruna Networks Espoo Oy, Caruna Oy and Caruna Espoo Oy.

The Group governance is based on the Finnish legislation, the articles of association of the Group companies and the recommendations on good governance issued by Finland Chamber of Commerce for unlisted companies.

The consolidated financial statements and interim reports are drawn up in accordance with the International Financial Reporting Standards (IFRS) approved by the EU. The parent company’s Board’s Annual Report and financial statements have been drawn up in compliance with the Finnish company legislation, the Accounting Act and the instructions and opinions issued by the Accounting Board under the auspices of the Ministry of Economic Affairs and Employment.

The Auditors’ Report covers the consolidated financial statements and parent company’s financial statements.

Caruna Networks Oy’s governing bodies

Caruna Networks Oy’s decision-making bodies are the general meeting and the Board of Directors. The Board of Directors’ three committees, the Audit Committee, the Nomination and Remuneration Committee and the Health, Safety and Environment Committee, prepare the items debated by the Board and assist the Board in its decision making. The CEO is responsible for executive management. In decision making, the CEO is supported by Caruna’s Management Team.

Internal auditors help to ensure that the Group’s operations remain effective and appropriate. They report to the Board and Audit Committee.

General meeting

Caruna Networks Oy’s general meeting exercises the highest decision-making powers in the Group.

The general meeting’s decisions usually require a simple majority. Such decisions include approving the financial statements, paying dividends, discharging the Board of Directors and the CEO from liability, electing the Board of Directors and the auditors and making decisions regarding their remuneration.

In accordance with the Limited Liability Companies Act and the articles of association, the general meeting is convened by the Board of Directors.

Board of Directors

The Board of Directors is responsible for the strategic development of the Group and for monitoring and steering the Group’s business operations and governance. In accordance with the Limited Liability Companies Act and the articles of association, the Board of Directors represents the Group and ensures the oversight of accounting and financial management. The Board of Directors decides on Caruna’s values.

The Board has between one and ten ordinary members and two deputy members. The Annual General Meeting elects the members for a term which ends at the next Annual General Meeting.

The Board convenes according to an agreed schedule to discuss matters assigned to it. The Board has approved the rules of procedure for its activities.

The CEO, the CFO and the Head of Company Development, who also acts as the Board’s secretary, regularly attend Board meetings. Other Management Team members and directors of the Group attend the meetings by invitation.

Committees of the Board of Directors

The committees working under the Board are the Audit Committee, the Nomination and Reward Committee and the Health, Safety and Environment Committee. The committees support the work of the Board by preparing and evaluating matters for decision by the Board.

Committee members are elected by the Board. Each committee must have three members whose term of office ends at the conclusion of the next Annual General Meeting. All Board members have the right to attend committee meetings.

The committee’s chair regularly reports to the Board on the committee activities after each meeting. All Board members can access the committee meeting documents and agendas. The Board of Directors has approved the committees’ written rules of procedure. The rules are regularly reviewed and updated.

Audit Committee

The Audit Committee assists the Board of Directors in tasks related to financial reporting, risks and oversight. The Audit Committee oversees the financial reporting process and monitors the effectiveness of the Group’s internal auditing and risk management systems.

Caruna’s auditor, CEO, CFO and Head of Company Development, who acts as the committee secretary, regularly attend the committee meetings. Other directors attend the meetings by invitation.

The Audit Committee approves the rules of procedure for the internal audit and the auditing plan. The committee also reviews the plan for the external auditing of the accounts and discusses the auditing plan, the Audit Reports and their effects.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee assists the Board of Directors in tasks related to the nominations and remuneration of the Group’s management.

The committee meetings are regularly attended by the CEO and the Head of Company Development, who also acts as the committee secretary. The Head of HR attends the meetings by invitation.

Health, Safety and Environment Committee

The Health, Safety and Environment Committee assists the Board in decision making concerning the safety of operations, environmental issues and corporate responsibility. The committee approves the Group’s corporate responsibility programme and indicators.

The CEO, the Board member responsible for HSE matters, the HSE Manager and the Head of Company Development, who also acts as the committee secretary, regularly attend the meetings.

Board of Directors and committees in 2016

Members of the Board of Directors

Until the Annual General Meeting of 23 March 2016, the Board members were Juha Laaksonen (Chair), Marcus Ayre, Ralph Berg, Jouni Grönroos, Niall Mills, Tomas Pedraza and deputy members Gregor Kurth and Alejandro Lopez Delgado.

The Board members elected at the Annual General Meeting of 23 March 2016 are Juha Laaksonen (Chair), Ralph Berg, Jouni Grönroos, Niall Mills and Tomas Pedraza, and new member Alejandro Lopez Delgado until the 2017 Annual General Meeting. Gregor Kurth and Delphine Voeltzel were elected as deputy members.

The Board of Directors convened nine times in 2016.

 

Juha Laaksonen
b. 1952
Chairman of the Board
Juha Laaksonen
b. 1952
Chairman of the Board

Degree:

  • B.Sc. (Economics)

Present positions:

  • Member of Board, Technopolis Plc, since 2016
  • Chairman of the Board, Alfred Kordelin Foundation, since 2014
  • Member and Vice-Chairman of the Board, Taaleritehdas Plc, since 2013
  • Chairman of the Board, The Association of Finnish Fine Arts Foundations, since 2012
  • Member of the Board and Chairman of the Audit Committee, Kemira Oyj, since 2007

Previous experience:

  • Executive Vice President and CFO, Fortum Corporation, 2000–2012
  • Vice President, Mergers & Acquisitions, Fortum Oyj, 2000
  • Executive Vice President, Finance & Planning, Fortum Oil & Gas, 1999
  • Chief Financial Officer, Neste Oyj, 1998–1999
  • Corporate Controller, Neste Oyj, 1997–1998
  • Vice President, Finance & Strategy, Neste Chemicals, 1993-1996
  • Various managerial and expert positions, Neste Corporation, 1979-1992
  • Member of Board, Sponda Plc, 2013-2016
  • Chairman of the Board, The Fortum Art Foundation, 2006-2016
  • Chairman of the Board, Sato Oyj, 2007-2015
  • Member of the Supervisory Board, Kemijoki Oy, 2002–2013
  • Member of the Board, Teollisuuden Voima Oy, 2003–2010
  • Member of the Board, Neste Oil Oyj, 2005–2007
  • Member of the Supervisory Board, Tapiola Mutual Insurance Company, 2002–2007
  • Chairman of the Board, Fortum Pension Fund, 2001–2005
Ralph Berg
b. 1972
Member of the Board
Ralph Berg
b. 1972
Member of the Board

Degree:

  • Juris Doctor, Universidad de Buenos Aires

Present position:

  • Executive Vice President & Global Head of Infrastructure, Borealis Infrastructure

Previous experience:

  • Managing Director and Head of the European Power and Utilities Team, Credit Suisse
  • Director of the energy team at Deutsche Bank
JOUNI GRÖNROOS
b. 1965
Member of the Board
JOUNI GRÖNROOS
b. 1965
Member of the Board

Degree:

  • M.Sc. (Economics), Helsinki School of Economics

Present positions:

  • Deputy Chief Executive Officer and Chief Financial Officer, Fazer Group, since 2010
  • Deputy member of the Board, East Office Oy, since 2013
  • Member of the Board, Finnish Coast Artillery Foundation, since 2002
  • Deputy member of the National Auditing Board, Finnish Patent and Registration Office, since 2016

Previous experience:

  • Chief Financial Officer, Rapala VMC Corporation and AvestaPolrit Oyj
  • Managerial positions in Outokumpu Oyj
  • Auditor, KPMG
  • First deputy member and then member of National Auditing Board, Central Chamber of Commerce Finland
ALEJANDRO LOPEZ DELGADO
b. 1977
Member of the Board
ALEJANDRO LOPEZ DELGADO
b. 1977
Member of the Board

Degree:

  • B.Sc. and M.Sc. (Civil Engineering), Universidad Politecnica de Madrid
  • MBA from The Wharton School at the University of Pennsylvania

Present position:

  • Director, Borealis Infrastructure
  • Member of the Board, Scotia Gas Networks

Previous experience:

  • Principal, Mubadala Infrastructure Partners
  • Merchant Banking Associate, Goldman Sachs Infrastructure Partners
  • Associate Consultant, The Boston Consulting Group
  • Project Engineer, Cintra (Ferrovial Group)
Niall Mills
b. 1968
Member of the Board
Niall Mills
b. 1968
Member of the Board

Degree:

  • MBA, London Business School
  • Institute of Directors Diploma in Company Directorship
  • BEng (Hons) in Civil Engineering
  • Fellow of the Institution of Civil Engineers

Present position:

  • Partner and Head of Infrastructure Asset Management, European Direct Infrastructure Team, First State Investments (FSI)

Previous experience:

  • Over 25 years’ experience in infrastructure and engineering and project management
  • Director positions at Anglian Water Group, Electricity North West, Regasificadora del Noroeste, Newham Hospital Healthcare Services, Caruna and Digita
  • Asset Director, Southern Water
  • Director of Projects, Novar Projects Limited
  • Project Director, Bechtel Limited
TOMAS PEDRAZA
b. 1977
Member of the Board
TOMAS PEDRAZA
b. 1977
Member of the Board

Degree:

  • Industrial Engineer, Universidad Pontificia de Comillas
  • MBA, IESE Business School, University of Navarra
  • MBA, Stephen M. Ross School of Business, University of Michigan
  • MBA, China Europe International Business School

Present position:

  • Director, European Direct Infrastructure team, First State Investments (FSI)

Previous experience:

  • Member of the Strategy and Business Development team, Gas Natural Fenosa
GREGOR KURTH
b. 1981
Deputy Board Member
GREGOR KURTH
b. 1981
Deputy Board Member

Degree:

  • M.Sc. (Finance and Accounting), Cass Business School, City University of London
  • B.Sc. (Economics), Maastricht University

Present position:

  • Director, European Direct Infrastructure team, First State Investments (FSI)

Previous experience:

  • Investment Analyst, 3i Infrastructure
  • Analyst, Deutsche Bank
DELPHINE VOELTZEL
b. 1984
Deputy Board Member
DELPHINE VOELTZEL
b. 1984
Deputy Board Member

Degree:

M.Sc. (Finance), HEC School of Management

Present position:

  • Associate Director, Borealis Infrastructure

Previous experience:

  • Mergers & Acquisitions Analyst, Rothschild

Audit Committee

Following the Annual General Meeting of 23 March 2016, Jouni Grönroos (Chair), Tomas Pedraza and Delphine Voeltzel were elected to the Audit Committee. During the previous term, which ended at the Annual General Meeting, the committee members were Juha Laaksonen (Chair), Marcus Ayre, Ralph Berg and Jouni Grönroos.

The Audit Committee convened three times in 2016.

Nomination and Remuneration Committee

Following the Annual General Meeting of 23 March 2016, Juha Laaksonen (Chair), Alejandro Lopez Delgado and Niall Mills were elected to the Nomination and Remuneration Committee. During the previous term, which ended at the Annual General Meeting, the members were Juha Laaksonen (Chair), Ralph Berg and Niall Mills.

The Nomination and Remuneration Committee convened twice in 2016.

Health, Safety and Environment Committee

Following the Annual General Meeting of 23 March 2016, Niall Mills, Kenton Bradbury and Tomas Pedraza were elected to the committee. The members elected at the 2015 Annual General Meeting were Niall Mills (Chair), Colin Hood and Tomas Pedraza.

The Health, Safety and Environment Committee convened twice in 2016.

Management Team

The CEO has a management role under the Limited Liability Companies Act. The CEO chairs the Management Team. In accordance with the Limited Liability Companies Act and the instructions and orders given by the Board, the CEO is responsible for the Group’s executive management. Under the Limited Liability Companies Act, the CEO is responsible for ensuring that the company’s accounts are in compliance with the law and its financial affairs have been arranged in a reliable manner.

In 2016, Caruna’s CEO was Ari Koponen until his resignation on 17 October 2016, when Jyrki Tammivuori was appointed the Group’s acting CEO.

The Management Team supports the CEO’s work. The Management Team assists the CEO in achieving strategic and sustainable business objectives in a manner decided by the Board, prepares the Group’s business plans and decides on investment and business arrangements that fall within its remit.

Financial performance and the outcomes of the corporate responsibility programme are monitored by monthly reporting and reviewed monthly by the Management Team. The Group’s operational management includes extended quarterly business monitoring meetings. The extended Management Team includes, in addition to the Team members, the elected representatives of Caruna’s employees and senior employees.

Each member of the Management Team is responsible for the operative implementation of the day-to-day business activities.

Members of the Management Team

 

Ari Koponen
M.Sc. (Economics), b. 1964
CEO until 17.10.2016
Ari Koponen
M.Sc. (Economics), b. 1964
CEO until 17.10.2016

Degree:

  • M.Sc. (Economics)

Experience:

  • 27 years in the energy business

Previous positions:

  • Head of Fortum Distribution, 2009-2013
  • Head of Asset Management and Design, Nordic, Fortum Distribution, 2006-2009
  • Head of Fortum Distribution, 2005-2006
  • Manager Business Development, Fortum Corporation, 2003-2005
  • CEO, ELNOVA/Uudenmaan Sähköverkko, 2002-2003
Jyrki Tammivuori
M.Sc. (Economics), b. 1971
CFO, CEO since 17.10.2016
Jyrki Tammivuori
M.Sc. (Economics), b. 1971
CFO, CEO since 17.10.2016

Degree:

  • M.Sc. (Economics)

Experience:

  • Member of management team since 2015, over 19 years of experience in finance

Previous positions:

  • Acting Chief Financial Officer, Stora Enso Oyj, 2013-2014
  • Group Treasurer, Stora Enso Oyj, 2008-2014
  • Several other finance positions at Stora Enso Oyj in Brussels, London and Helsinki, 1999-2008
  • Member of the Board of Directors, Tornator Oyj, 2012-2015
  • Deputy Member of the Board of Directors, Tornator Oyj, 2010-2012
  • Non-executive Member of the Board of Directors, Thiele Kaolin Company, GA USA, 2009-2014
Jörgen Dahlqvist
B.Sc. (Engineering), b. 1966
Head of Network Operations
Jörgen Dahlqvist
B.Sc. (Engineering), b. 1966
Head of Network Operations

Degree:

  • B.Sc. (Eng.)

Experience:

  • Over 20 years in electricity distribution

Previous positions:

  • Head of Network Operations Finland, Fortum Distribution, 2006-2013
  • Operation Manager South Finland, Fortum Distribution, 2003-2005
  • Network Service Manager South Finland, Fortum Distribution, 2003
  • Network Operations /Primary Substations Project Management, ELNOVA/Uudenmaan Sähköverkko, 1995-2002
Riikka Hirvisalo-Oja
M.Sc. (Economics), b. 1966
Head of Regulation and Revenue
Riikka Hirvisalo-Oja
M.Sc. (Economics), b. 1966
Head of Regulation and Revenue

Degree:

  • M.Sc. (Economics)

Experience:

  • Over 15 years in electricity distribution, of which 9 in the Nordic organisation

Previous positions:

  • Head of Customer Relations, Nordic, Fortum Distribution, 2009-2013
  • VP Purchasing and AMM Nordic, Fortum Distribution, 2007-2009
  • Head of Measurements and Technical Service, Customer Service, Fortum Distribution, 2005-2007
  • Head of Technical Service, Customer Service, Fortum Distribution, 2004-2005
Timo Jutila
B.Sc. (Engineering), b. 1966
Head of Asset Management and Design
Timo Jutila
B.Sc. (Engineering), b. 1966
Head of Asset Management and Design

Degree:

  • B.Sc. (Engineering)

Experience:

  • 17 years in electricity distribution and 9 years in multiple positions in the electricity machines manufacturing industry

Previous positions:

  • Head of Local Network, Sweden and Finland, Fortum Distribution, 2013
  • Head of Customer Relations, Finland, Fortum Distribution, 2008-2012
  • Head of Technical Service (Customer Relations), Fortum Distribution, 2008
  • Head of Technical Service Finland, Fortum Customer Services, 2004-2007
Katriina Kalavainen
B.Sc. (Economics), b. 1970
Head of Customer Relations
Katriina Kalavainen
B.Sc. (Economics), b. 1970
Head of Customer Relations

Degree:

  • B.Sc. (Economics)

Experience:

  • Six years in electricity distribution, 15 years in customer services

Previous positions:

  • Head of Customer Data Management, Fortum Distribution, 2008-2013
  • Team Manager, Customer Service, Fortum Distribution, 2008
  • Customer Service Manager, private and small business customers, Elisa Oyj, 2006-2008
  • Customer Service Manager, private customers, Elisa Oyj, 2004-2005
Heikki Linnanen
M.Sc. (Engineering), b. 1971
Head of Projects, IT and Sustainability
Heikki Linnanen
M.Sc. (Engineering), b. 1971
Head of Projects, IT and Sustainability

Degree:

  • M.Sc. (Engineering)

Experience:

  • Six years in Nordic electricity distribution, 15 years in project and IT management

Previous positions:

  • Head of Projects, IT and Sustainability, Fortum Distribution, 2013
  • Project Manager, smart metering project Finland, Fortum Distribution, 2008-2012
  • Program Manager, integration and solution sales, Nokia Siemens Networks, 2006-2008
  • Portfolio Manager, Nokia Siemens Networks, 2005-2006
Harri Pynnä
Master of Laws, b. 1956
Head of Company Development
Harri Pynnä
Master of Laws, b. 1956
Head of Company Development

Degree:

  • Master of Laws

Experience:

  • 19 years of experience in energy business

Previous positions:

  • General Counsel of Fortum Corporation, 1998-2013
  • Industrial Counsellor for Ministry of Trade and Industry, 1994-1998
  •  Legal Counsel and Senior Vice President, Corporate and Investment banking, Union Bank of Finland, 1982-1994
Tommi Saikkonen
M.Sc. (Economics), b. 1966
Head of HR
Tommi Saikkonen
M.Sc. (Economics), b. 1966
Head of HR

Degree:

  • M.Sc. (Economics)

Experience:

  • Six years of experience in Nordic electricity distribution, 23 years in HR

Previous positions:

  • VP Human Resources, Electricity Solutions & Distribution, Fortum Oyj, 2009-2013
  • VP Human Resources, Distribution, Fortum Oyj, 2008-2009
  • HR Manager / Director, Human Resources, Nokia Ltd, 2000-2008
  • HR Consultant / HR Manager, ICL Data Ltd, 1997-2000
Henna Tuominen
MA, b. 1976
Head of Communications
Henna Tuominen
MA, b. 1976
Head of Communications

Degree:

  • MA (Intercultural business communication)

Experience:

  • Management team member since 2014, over 15 years of experience in communications

Previous positions:

  • Communications Manager, Elisa Oyj, 2009-2014
  • Communications consultant, PR and reputation, management agency Pohjoisranta, 2001-2009

Remuneration of management, Board of Directors and committees

The remuneration paid to the members and deputy members of the Board of Directors and committees came to a total of EUR 170 thousand in 2016.

In 2016, the total earnings paid to Caruna’s CEO Ari Koponen and, following his resignation, the acting CEO Jyrki Tammivuori came to EUR 981 thousand, consisting of a monthly salary, employee benefits and the long-term performance-based management incentives. The remuneration received by other Management Team members in management positions amounted to EUR 1,053 thousand.