Board of Directors

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The Board of Directors is responsible for the Company’s management and for the due organization of the Company’s operations in accordance with the relevant legislation and the Company’s Articles of Association. The Board of Directors controls and monitors the Company’s operational management, appoints and dismisses the CEO, and approves the major decisions affecting the Company’s strategy, capital expenditures, organization, remuneration and bonus systems covering the management, and finances. The Board of Directors also approves the principles of risk management and ensures the proper operation of supervision of the management system.


Charter of the Board


As part of the Company’s corporate governance, the Etteplan Oyj Board of Directors has approved written charter to control Board work. The Board's charter complements the stipulations of the Finnish Companies Act and the Articles of Association of the Company.

Charter of the Board: Charter_of_the_Board.pdf


Composition of the Board


The Annual General Meeting elects the members of the Board of Directors. The Nomination and Remuneration Committee of the Board of Directors of Etteplan Oyj prepares a list of proposed members of the Board of Directors for consideration by the General Meeting. The Board proposed candidates are reported upon in the summons to the meeting and on the Company’s website.

According to the Articles of Association, the Board of Directors shall have a minimum of three and a maximum of seven members. The Board of Directors shall be elected for a term of one year at a time.

In accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee the Annual General Meeting held on April 5, 2023 elected the following persons as members of the Board of Directors:

  • Robert Ingman (born 1961), Chairman, Managing Director, Ingman Group Oy Ab, M.Sc. (Eng.) and M.Sc. (Economics), 16,716,384 shares
  • Matti Huttunen (born 1967), CEO KPA Unicon Group Oy, B.Sc. (Eng.), no ownership
  • Päivi Lindqvist (born 1970), CFO, Glaston Oyj, M.Sc. (Econ.) and MBA, 1,000 shares
  • Tomi Ristimäki (born 1975), CEO and President, Kempower Corporation, M. Sc. (Technology), Electrical Engineering, no ownership
  • Leena Saarinen (born 1960), professional board member, M.Sc. (Food technology), 1,138 shares
  • Sonja Sarasvuo (born 1994), Associated Researcher, Hanken School of Economics, Department of Marketing, CERS Centre of Relationship Marketing and Service Management, D.Sc. (Economics and Business Administration), Marketing, no ownership
  • Mikko Tepponen (born 1979), Chief Digital Officer, FLSmidth A/S, M.Sc. (Technology) Automation Technology, no ownership

The Board of Directors of Etteplan Oyj elected on April 5, 2023 in its organization meeting subsequent to the AGM Robert Ingman as Chairman of the Board.

The ownerships include shares possibly owned by controlled entities.


Meetings of the Board


The Board meets as often as appropriate fulfilment of its obligations requires.

In the financial year 2022, the Board held a total of 19 meetings four of which were e-mail meetings and seven Teams meetings. The average attendance rate of Board members was 100 per cent. In addition to the members of the Board, the Company's CFO as the Secretary to the Board and the CEO attended Board meetings.


Independence of the Board


The majority of the members of the Board shall be independent of the Company. In addition, at least two of the members of the Board representing this majority shall be independent of significant shareholders of the Company.

The Board shall evaluate the independence of its members and report which of them are independent of the Company and which are independent of significant shareholders.

Robert Ingman, Matti Huttunen, Päivi Lindqvist, Tomi Ristimäki, Leena Saarinen, Sonja Sarasvuo and Mikko Tepponen are independent of the Company.

Matti Huttunen, Päivi Lindqvist, Tomi Ristimäki, Leena Saarinen and Mikko Tepponen are independent of significant shareholders. Robert Ingman and Sonja Sarasvuo are not independent of the Company's significant shareholders due to their holdings in related parties.


Diversity of the Board


The Board of Directors of Etteplan has defined the principles on the diversity of the Board in compliance with the Corporate Governance Code 2020. Accordingly, the requirements on the size, market position and business industry of the Company should be duly reflected when composing the Board of Directors.

When composing the Board the objective is that the members have versatile and different know-how on various industries so that the professional profiles of the members complete each other. A member of the Board must possess the competence and educational background required by the task and the possibility to allocate sufficient time for the task. The composition of the Board aims to ensure that it has extensive know-how on the essential strategic focus areas of the Company. In addition, the aim is to ensure that the Board will consist of both genders.

The diversity principles defined by the Board of Directors were well fulfilled in the financial year 2022. The Company will continue to execute the principles in the financial year 2023.


Performance evaluation of the Board


On an annual basis, the Board of Directors assesses its own activities and work practices. The Board specifies the criteria to be used in the assessment, which is carried out as internal self-evaluation. The results of these activities are handled by the Board.


Renumeration of the Board


Further information on the remuneration of the Board in the financial year 2022 is available in the separate Remuneration Report for Governing Bodies 2022 published by the Company on the Company's website.

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Key financial data

5 year history

Back to Key financial data EUR 1,000, Financial period Jan 1 – Dec 31 2022 2021 2020 2019 2018 Revenue  350,170 300,111 259,702 263,292 236,477 Change in revenue, % 16.7 15.6 -1.4 11.3 10.1 Operating profit (EBITA) 33,915 30,139 26,172 25,964 22,555 % of revenue 9.7 10.0 10.1 9.9 9.5 Operating profit (EBIT) 28,622 25,754 22,380 22,819 20,184 % of revenue 8.2 8.6 8.6 8.7 8.5 Profit before taxes   22,386 24,867 21,080 21,924 19,396 % of revenue 6.4 8.3 8.1 8.3 8.2 Profit for the financial year  18,151 20,044 17,077 17,387 15,280 Return on equity, % 17.7 21.6 20.8 24.1 24.4 ROCE, % 15.9 16.0 16.0 19.9 21.3 Equity ratio, % 38.2 39.7 40.5 38.9 42.9 Gross investments 40,940 30,582 29,697 36,908 16,527 % of revenue 11.7 10.2 11.4 14.0 7.0 Net gearing, % 66.8 48.6 46.6 52.6 29.8 Personnel, average 3,945 3,480 3,320 3,305 2,995 Personnel at year end 3,951 3,629 3,267 3,447 3,055 Employee benefits expenses 227,823 197,596 177,301 172,520 156,183   Back to Key financial data Read more

Consolidated statement of comprehensive income

Back to Key financial data   EUR 1,000 Jan 1 - Dec 31, 2022   Jan 1 - Dec 31, 2021   Revenue 350,170   300,111   Other operating income 2,826   1,289   Materials and services -40,395   -31,685   Employee benefits expenses -227,823   -197,596   Other operating expenses -36,140   -28,527   Depreciation and amortization -20,018   -17,839   Operating profit (EBIT) 28,622 11.1% 25,754 8,6% Financial income 1,044   593   Financial expenses -7,280   -1,480   Profit before taxes 22,386   24,867   Income taxes -4,235   -4,823   Profit for the financial year 18,151   20,044   Other comprehensive income, that may be reclassified to profit or loss         Currency translation differences -4,229   -589   Other comprehensive income, that will not be reclassified to profit or loss         Change in fair value of equity investments at fair value through other comprehensive income  -31   32   Other comprehensive income for the year, net of tax -2,900   -557   Total comprehensive income for the year 15,251   19,487             Profit for the financial year attributable to         Equity holders of the parent company 18,151   20,044   Total comprehensive income attributable to         Equity holders of the parent company 15,251   19,487   Earnings per share calculated from the profit attributable to equity holders of the parent company         Basic earnings per share, EUR 0.73   0.80   Diluted earnings per share, EUR 0.73   0.80     The notes are an integral part of the Financial Statements.   Back to Key financial data Read more

Consolidated statement of financial position

Back to Key financial data   EUR 1,000  Dec 31, 2022 Dec 31, 2021 ASSETS     Non-current assets     Goodwill 105,385 92,380 Other intangible assets 32,745 28,807 Tangible assets 24,808 24,759 Investments at fair value through other comprehensive income  2,414 418 Other non-current receivables 1,016 54 Deferred tax assets 622 731 Non-current assets, total 166,990 147,150       Current assets     Inventory 635 376 Work in progress 30,181 26,810 Trade and other receivables 62,405 47,988 Current tax assets 1,364 273 Cash and cash equivalents 19,564 30,356 Current assets, total 114,149 105,803 TOTAL ASSETS 281,138 252,953       EQUITY AND LIABILITIES     Equity     Share capital 5,000 5,000 Share premium account 6,701 6,701 Unrestricted equity fund 23,966 22,037 Own shares -1,059 -1,245 Cumulative translation adjustment -7,702 -3,473 Other reserves 103 133 Retained earnings 79,302 69,761 Equity, total 106,311 98,914       Non-current liabilities     Deferred tax liabilities 9,758 7,408 Loans from financial institutions 47,852 30,350 Lease liabilities 8,478 8,777 Other non-current liabilities 33 827 Non-current liabilities, total 71,018 47,362       Current liabilities     Loans from financial institutions 21,139 25,453 Lease liabilities 13,114 13,894 Advances received 2,856 3,891 Trade and other payables 63,532 61,673 Current income tax liabilities 3,168 1,766 Current liabilities, total 103,809 106,677 Liabilities, total 174,828 154,039 TOTAL EQUITY AND LIABILITIES 281,138 252,953   The notes are an integral part of the financial statements.   Back to Key financial data Read more

Consolidated statement of cash flows

Back to Key financial data   EUR 1,000 Jan 1 - Dec 31, 2022 Jan 1 - Dec 31, 2021 OPERATING CASH FLOW     Cash receipts from customers 341,201 287,564 Operating expenses paid -306,220 -253,056 Operating cash flow before financial items and taxes 34,981 34,508       Interest and payment paid for financial expenses -1,721 -1,289 Interest received 113 80 Income taxes paid -5,277 -6,205 Operating cash flow (A) 28,095 27,093       INVESTING CASH FLOW     Purchase of tangible and intangible assets  -1,711 -2,157 Acquisition of subsidiaries, net of cash acquired  -20,871 -14,255 Proceeds from sale of tangible and intangible assets 52 17 Proceeds from repayment of loans 0 73 Investing cash flow (B) -25,526 -16,321       Cash flow after investments (A+B) 2,570 10,772       FINANCING CASH FLOW     Proceeds from directed share issue 0 1,936 Purchase of own shares 0 -1,382 Issue of new current loans 13,144 6,941 Repayments of current loans -32,534 -30,060 Issue of new non-current loans 27,999 37,503 Repayments of non-current loans -16 -6 Payment of lease liabilities -12,657 -11,478 Dividend paid -9,970 -8,461 Financing cash flow (C) -14,034 -5,007       Variation in cash (A+B+C) increase (+) / decrease (-) -11,464 5,765       Assets at the beginning of the financial period 30,356 24,407 Exchange gains or losses on cash and cash equivalents 672 184 Assets at the end of the financial period 19,564 30,356   The notes are an integral part of the Financial Statements.   Back to Key financial data Read more

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The Board of Directors of Etteplan Oyj has appointed an Audit Committee among the Directors. The Board has confirmed the central duties and operating principles of the committee in a written charter. The Audit Committee reports regularly on its work to the Board. Read more

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