The corporate bodies of the parent company Stockmann plc, which are responsible for the Group’s administration and operations, are the general meeting of shareholders, the Board of Directors and the chief executive officer.
Approved by the Board of Directors of Stockmann plc on 11 February 2010
The Finnish Corporate Governance Code was approved by the Board of the Securities Market Association in October 2008. The Code has been approved by the Board of NASDAQ OMX Helsinki Ltd as part of the Rules of the Stock Exchange. The Finnish Corporate Governance Code can be freely accessed on the website of the Securities Market Association, at www.cgfinland.fi. The Code was issued on 20 October 2008 and came into force on 1 January 2009. Stockmann adheres to the Code in full.
Stockmann’s risk management principles are approved by
Stockmann's Board of Directors. The risk management process
includes assessment of the risks pertaining to financial reporting
and the related management measures are determined as a part of the
risk management process. Stockmann’s internal control is linked to
the risk management process in that some of the aspects which are
subject to control are selected on the basis of risk
assessments.
The Group’s Chief Financial Officer and the Finance and Control
Department are responsible for ensuring that the Group’s financial
reporting is undertaken. Group-level directions are complied with
in Stockmann’s financial reporting. The reporting is based on
information from commercial and administrative processes and data
produced by the financial management systems. The Group’s Finance
and Control Department determines the control measures applied to
the financial reporting process. These control measures
include various process descriptions, reconciliations and analyses
used for ensuring the validity of the information used in the
reporting and of the reporting itself.
The financial reporting results are monitored and any anomalies in relation to forecasts or in comparison with the previous year’s figures are analysed on a regular basis. Such analyses are used to detect any reporting errors and to produce materially accurate information on the company’s finances.
All of the divisions and the Group’s Finance and Control Department are responsible for the effectiveness of control within their own sphere of responsibility. The Group’s Finance and Control Department is responsible for assessments of the reporting processes. In addition, Internal Audit conducts audits of the business and financial reporting processes. The company’s Board of Directors is responsible for the implementation of internal control in regard to financial reporting.
Under Stockmann’s Articles of Association, the company’s Board must have at least five and no more than nine members. The term of Board members begins from the annual general meeting in which they are elected and ends at the conclusion of the subsequent annual general meeting.
To be elected as a member of the Board, a person must have the qualifications required for the duties and sufficient time to carry them out. The majority of Board members must also be independent of the company, and at least two of these members must also be independent of major shareholders of the company.
At present, the Board of Directors has seven members, none of whom are full-time members.
The members of the Board of Directors are:
Chairman
Christoffer Taxell (b. 1948). LL.M. Member of the
Board since 1985, Chairman of the Board since 2007. Chairman of the
Board’s Appointments and Compensation Committee. Independent of the
company.
Vice Chairman
Erkki Etola (b. 1945). M.Sc.(Eng), managing
director, Oy Etola Ab. Member of the Board since 1981, Vice
Chairman of the Board since 1992. Member of the Board’s
Appointments and Compensation Committee. Independent of the company
and major shareholders.
Kaj-Gustaf Bergh (b. 1955). LL.M., B.Sc. (Econ), managing director, Föreningen Konstsamfundet r.f. Member of the Board since 2007. Independent of the company.
Eva Liljeblom (b. 1958). D.Sc. (Econ.), professor, Hanken School of Economics. Member of the Board since 2000. Member of the Board’s Appointments and Compensation Committee. Independent of the company and major shareholders.
Kari Niemistö (b. 1962). M.Sc. (Econ.), managing director, Selective Investor Oy Ab. Member of the Board since 1998. Independent of the company.
Carola Teir-Lehtinen (b. 1952). M.Sc., Corporate Vice president, Sustainable Development, Fortum Corporation. Member of the Board since 2004. Independent of the company and major shareholders.
Henry Wiklund (b. 1948). M.Sc. (Econ.). Member of the Board since 1993. Member of the Board’s Appointments and Compensation Committee. Independent of the company.
More information on the members of the Board of Directors is provided on page Information on the members of the Board.
Representatives of the company’s management participating regularly in meetings of the Board of Directors are the Chief Executive Officer, the Executive Vice Presidents and the Director of Legal Affairs, none of whom is a member of the Board of Directors. The Director of Legal Affairs acts as secretary to the Board of Directors. Two employee representatives who are not members of the Board of Directors also participate in meetings of the Board of Directors. One of these representatives is elected by the employee representatives of Stockmann’s Group Council and the other by the association representing Stockmann’s senior salaried employees.
Under the Limited Liability Companies Act, the board of directors of a company attends to the company’s administration and ensures the appropriate organisation of its operations. The Board must also ensure that supervision of the company’s accounting and financial management is appropriately arranged.
It is the Board’s duty to promote the interests of the company and all of its shareholders. In order to carry out its duties, the Board:
The Board conducts an annual internal self-evaluation of its working practices under recommendation 7 of the Finnish Corporate Governance Code.
The Board of Directors has adopted rules of procedure defining the principles governing the Board’s composition and method of election, its tasks, decision-making procedure and meeting practice as well as the principles of the Board’s self-assessment. The Board of Directors’ rules of procedure are available on page Rules of procedure
The Board of Directors convened 14 times in 2009. The average rate of attendance was 97 per cent.
The Appointments and Compensation Committee comprises four members of the Board of Directors, who are independent of the company. The Committee attends to the duties defined in recommendations 28-30 of the Finnish Corporate Governance Code as being the responsibility of the Appointments Committee, and in recommendations 31-33 as being the responsibility of the Compensation Committee. The duties of the Appointments and Compensation Committee are the preparation of appointment and compensation matters concerning the Chief Executive Officer, the Executive Vice Presidents and the other members of the Management Committee, preparations concerning the election of members of the Board of Directors for proposal to the general meeting of shareholders, and the preparation of compensation matters concerning the Board of Directors. The Committee meets as necessary, but at least once a year. At its meeting held on 17 March 2009, the Board of Directors re-elected Christoffer Taxell as the Committee’s Chairman, and managing director Erkki Etola, professor Eva Liljeblom and Henry Wiklund as its other members. The Chief Executive Officer has the right to attend meetings of the Committee. The Committee met one time during the financial year 2009. The rate of attendance was 100 per cent.
The Board also attends to the duties of the Audit Committee referred to in recommendations 24-27.
The Board of Directors appoints the company’s Chief Executive Officer (CEO) and decides on the terms and conditions of the post. These terms and conditions are set forth in writing in a CEO agreement. The CEO is in charge of the company’s line operations in accordance with the instructions and regulations issued by the Board of Directors. Hannu Penttilä, born 1953, has been the company’ s CEO since 1 March 2001. He has been in Stockmann’s service since 1978.
More information about the CEO is available on page Information on the members of the Management Committee.