Good corporate governance

Finnvera complies with good corporate governance, and the company’s goal is to ensure transparency at all levels of the organisation.

Finnvera’s operations are guided by the Code of Conduct ratified by the Board of Directors. The Code of Conduct brings together the legal rules and ethical principles to which we are committed and which we follow in all our operations.

The Code of Conduct is supplemented by Finnvera’s ethical guidelines They consist of the principles of good conduct, guidelines for ensuring impartiality in decision-making and in the preparation of matters, guidelines on confidentiality and exchange of information, as well as guidelines on insider information. The Code of Conduct and the ethical guidelines apply to both Finnvera’s employees and the members of the governing bodies. 

The Code of Conduct and the ethical guidelines

Finnvera Group

Finnvera Group

Transparency of operations as the goal

The State of Finland owns the entire stock of Finnvera. The Enterprise and Innovation Department of the Ministry of Economic Affairs and Employment is responsible for the ownership and industrial policy steering of Finnvera.

At Finnvera, the goal of good governance is to ensure transparency throughout the organisation.

Finnvera’s Board of Directors approves the key policies, principles and guidelines that steer the company’s operations.

Finnvera’s operations are guided by the Code of Conduct ratified by the Board of Directors. The Code of Conduct brings together both the ethical principles and legal rules that we adhere to in our operations and to which we are committed.

The Code of Conduct is supplemented by Finnvera’s ethical guidelines that consist of the principles of good conduct, guidelines for ensuring impartiality in decision-making and in the preparation of matters, and guidelines on insider information. The Code of Conduct and the ethical guidelines apply to both Finnvera’s employees and the members of the governing bodies.

Finnvera

Responsibility for Finnvera’s administration and operations is vested in the General Meeting of Shareholders, the Supervisory Board, the Board of Directors, and the Chief Executive Officer.

The General Meeting of Shareholders can make decisions on issues assigned to it by law and the Articles of Association. It elects the members of the Supervisory Board and the Board of Directors, as well as the Chairs and Vice Chairs of both bodies.

The Supervisory Board supervises the company’s administration. It gives its opinion on the financial statements and the auditors’ report, and counsels the Board of Directors on issues that concern considerable reduction or expansion of the company’s operations or substantial reorganisation of the company. In addition, the Supervisory Board advises the Board of Directors on in matters that have far-reaching consequences or are otherwise important as questions of principle.

The Board of Directors is responsible for the company’s administration and for the proper organisation of activities. The Board approves the company’s strategy and annual plans, the half-year reports and the annual financial statements, as well as the risk management principles. The Board advances the company’s development and ensures that the operations conform to law and meet the goals set by the owner. The Board also decides important individual cases of financing. The Board supervises and monitors the company’s executive management and appoints and dismisses the CEO and other members of the senior management. The Board has appointed the Inspection Committee and the Remuneration Committee from among its members to assist the Board in managing its tasks.

The Chief Executive Officer is responsible for the company’s operational administration in keeping with the guidelines and regulations issued by the Board of Directors. In management of the tasks specified in the Limited Liability Companies Act, the Chief Executive Officer is assisted by the Management Group and the Corporate Management Team.

Read more about Finnvera’s governance and organisation.

Statement on the Corporate Governance and Steering System

Finnvera’s Code of Conduct

Principles of good conduct

Guidelines for ensuring impartiality in decision-making and in the preparation of matters

Guidelines on insider information

Operating principles

Policies observed by Finnvera

The key guidelines, principles and policies observed by Finnvera in its operations include the following:

  • Ownership policy
  • Country and guarantee policy
  • Credit policy
  • Environmental policy and publicity policy in export credit guarantee operations
  • Code of Conduct
  • Risk management principles
  • Personnel policy outlines
  • IT policy outlines
  • Communications policy outlines
  • Principles for cooperation agreements
  • Guidelines and procedures for procurement.

Finnvera’s goals in 2016

The Ministry of Economic Affairs and Employment monitors and supervises Finnvera’s operations. The Ministry sets industrial and ownership policy goals for Finnvera for periods of four years. Whenever necessary, these goals are adjusted yearly. When these goals are determined, attention is paid to the Finnish Government Programme, the Ministry’s corporate strategy, the policy objectives concerning the Ministry’s branch of administration, and the goals of EU programmes.

On the basis of the goals set, an assessment is made of how well Finnvera has succeeded in promoting, for instance, enterprise, the growth and internationalisation of enterprises, and exports.

In 2016, we reached seven out of the ten goals set for us by the Ministry of Economic Affairs and Employment.

Risk management

The importance of risk management and the areas of responsibility

Risk management is of central importance for maintaining Finnvera’s ability to take risks, managing equities, and for attaining economic objectives in the long run. The goal of risk management, for its part, is to ensure the prerequisites for implementing the company’s strategy.

Finnvera’s Board of Directors and executive management are responsible for arranging and organising internal control and risk management.

As the business units and Group companies answer for the day-to-day management of business and for risk management measures, they also bear the primary responsibility for internal control and risk management. These risk management measures have been incorporated into the processes of the operating system and are implemented by the entire organisation.

Finnvera’s risk control, compliance and other support operations, which are independent of the company’s business operations, support the business units in their risk management and internal control. Risk Control is responsible for developing risk management methods, issuing guidelines for operations, monitoring the Group’s risk position, and for reporting to the Board of Directors and to the executive management.

Risk management procedures

Finnvera’s Board of Directors confirms the Group’s risk appetite, the principles of risk management, the policies to be observed and decision-making powers.

Finnvera’s risks can be grouped as follows:

  • Risks pertaining to credits and guarantees
  • Operational risks
  • Liquidity and market risks
  • Other risks

Risk appetite by risk type is defined so that the equities and other risk buffers available are at an adequate level in view of the risk level of the operations planned. With respect to credit risks, risk appetite depends on various factors, including the amount of credit loss compensation paid by the State for each type of enterprise. The adequacy of equities is assessed regularly by using an internal process.

Operational risks pertaining to financial reporting are identified, assessed and controlled as part of operational risk management.

The internal reporting system for risk management works at all levels of the Group. The parent company manages risks arisen in subsidiaries through ownership steering and by keeping all subsidiaries within the sphere of the risk management practised within the Group.

Supervisory Board

Finnvera’s Supervisory Board consists of a minimum of eight and a maximum of eighteen members. The General Meeting elects the members as well as the Chairman and Vice Chairman. The Supervisory Board has a term of one year.

The fees paid to the members comply with the policy issued by the Government on fees paid to the administrative bodies of State-owned companies. The fees paid in 2016 totalled EUR 45,700.

Supervisory Board on 31 December 2016

Chairman

Antti Rantakangas, Member of Parliament (Centre Party)

Vice Chairman                                                                             

Krista Kiuru, Member of Parliament (Finnish Social Democratic Party)

Members

Eeva-Johanna Eloranta, Member of Parliament (Finnish Social Democratic Party)
Mika Harjunen, Information Security Manager, Finnvera plc
Lasse Hautala, Member of Parliament (Centre Party)
Laura Huhtasaari, Member of Parliament (The Finns Party)
Timo Kalli, Member of Parliament (Centre Party).
Olli Koski, Chief Economist, Central Organisation of Finnish Trade Unions – SAK
Kari Kulmala, Member of Parliament (The Finns Party)
Leila Kurki, Senior Adviser, Finnish Confederation of Professionals STTK
Kari Luoto, Managing Director, Finnish Grocery Trade Association
Veli-Matti Mattila, Chief Economist, Federation of Finnish Financial Services
Ville Niinistö, Member of Parliament (Green Party).
Carita Orlando, Managing Director, ACC Orlando Oy
Eero Suutari, Member of Parliament (National Coalition Party)
Christel Tjeder, Second Vice Chairman (Finnish Business School Graduates)
Tommi Toivola, Senior Adviser, Financing, Confederation of Finnish Industries EK
Sofia Vikman, Member of Parliament (National Coalition Party)

Board of Directors

Finnvera’s Board of Directors consists of at least six members and at most nine members. The General Meeting elects the members for a term of one year at a time.

The Inspection Committee of the Board of Directors assists the Board in its supervisory tasks. The Board of Directors selects the Inspection Committee’s members and chairman from among the Board members, for a term of one year at a time. The Inspection Committee elected after the Annual General Meeting of 2016 consists of Kirsi Komi (Chair), Marianna Uotinen, Pirkko Rantanen-Kervinen and Antti Zitting.

The Remuneration Committee assists Finnvera’s Board of Directors in managing issues pertaining to the appointment, terms of employment and salaries of senior executives, and the rewards and incentive systems applied to the management and personnel. The Board of Directors selects the Remuneration Committee’s members and chairman from among the Board members, for a term of one year at a time. The Remuneration Committee elected after the Annual General Meeting of 2016 consists of Markku Pohjola (Chair), Harri Sailas and Pekka Timonen.

The fees paid to the Board members comply with the policy issued by the Government on fees paid to the administrative bodies of State-owned companies. The fees paid in 2016 totalled EUR 135,300.

Pohjola Markku
Markku Pohjola
(1948), Chairman, B.Sc. (Econ.)

Markku Pohjola has been a member and Chairman of Finnvera’s Board of Directors since 2012. He is also the Chairman of the Boards of Tieto Corporation and Koskitukki Oy and a member of the Board of Onvest Oy. Between 1972 and 2008, Pohjola held executive posts in Nordea and its predecessor banks, most recently as Deputy Group CEO and Country Senior Executive of Nordea in Finland.

Timonen Pekka
Pekka Timonen
(1960), First Vice Chairman, LL.D.

Pekka Timonen has been a member of Finnvera’s Board of Directors since 2013. He was a researcher and teacher at the University of Helsinki in 1984–2001 and served as a senior adviser in ownership steering affairs for the Ministry of Trade and Industry in 2001–2007. He was Director General of the Ownership Steering Department at the Prime Minister’s Office in 2007–2012 and has served as Director General of the Labour and Trade Department at the Ministry of Economic Affairs and Employment since the start of 2013.

Uotinen Marianna
Marianna Uotinen
(1957), Second Vice Chairman, LL.M.

Marianna Uotinen has been a member of Finnvera’s Board of Directors since 2013. She served as a Specialist Counsel for Financial Markets Regulation at the Ministry of Finance from 2007 to October 2016, when she was employed as a National Expert by the European Commission. In 1985–2001 she worked first at Nordea and in 2001–2006 at Nokia Corporation, holding, among others, advisory and supervisory positions related to financing and securities markets.

Komi Kirsi
Kirsi Komi
(1963), LL.M.

Kirsi Komi has been a member of Finnvera’s Board of Directors since 2013. She also has a seat on the Boards of the following companies: Metsä Board Corporation, Bittium Corporation, Citycon Oyj, Martela Corporation, Docrates Ltd (Chair) and the Finnish Red Cross Blood Service (Chair). In 2016 Komi chaired the Board of Directors of Veikkaus Ltd, and in 2011–2016 she served as Vice Chair on the Board of Directors of Patria Plc In 1992–2010, Komi was employed by Nokia Corporation, first as a legal counsel, then as Vice President and Director, Legal Affairs at Nokia Networks, and most recently as Director of Legal Affairs and a member of the Executive Board at Nokia Siemens Networks.

Rantanen-Kervinen Pirkko
Pirkko Rantanen-Kervinen
(1949), B.Sc. (Econ.)

Pirkko Rantanen-Kervinen has been a member of Finnvera’s Board of Directors since 2013. She is also a member of the Board of LocalTapiola Mutual Insurance Company, and she chairs the Board of LocalTapiola Uusimaa. In 1974–2010, Rantanen-Kervinen held various executive posts at Saga Furs Oyj, most recently as CEO.

Sailas Harri
Harri Sailas
(1951), B.Sc. (Econ.)

Harri Sailas has been a member of Finnvera’s Board of Directors since 2015. He worked as President and CEO of Mutual Pension Insurance Company Ilmarinen in 2007–2015. Before that he held executive posts at Nordea and its predecessor banks, most recently as Director of the Helsinki Regional Bank and as Deputy CEO of Nordea Bank Finland. Sailas also chairs the Boards of Directors of Alko Inc., Finavia Corporation and Solidium Oy.

Zitting Antti
Antti Zitting
(1956), M.Sc. (Tech.)

Antti Zitting has been a member of Finnvera’s Board of Directors since 2015. Until 2014 he worked as an entrepreneur in Sacotec Components Oy and serves currently as Chairman of the Boards of the Sacotec companies. Zitting is also a member of the Boards of the following companies and organisations: The Finnish Olympic Committee, Sten&Co Oy Ab; TT Foundation; the Board for the Centenary of Finland’s Independence 2017 – Finland 100; and Plastep Oy. In addition, he chairs the Board of the Technology Industries of Finland Centennial Foundation and the Finnish Basketball Association.

 

Management Group and Corporate Management Team

The Chief Executive Officer is responsible for the company’s operational administration, in keeping with the guidelines and regulations issued by the Board of Directors. In management of the tasks specified in the Limited Liability Companies Act, the Chief Executive Officer is assisted by the Management Group and the Corporate Management Team.

Management Group

The Management Group discusses issues relating to Finnvera’s strategy, the policy outlines for business and client work, and ownership steering. The Management Group meets every second month.

The Management Group comprises the Chief Executive Officer, the Deputy CEO, the Executive Vice Presidents responsible for the financing of SMEs and large corporates, as well as the Senior Vice Presidents for Finance and IT, Legal Affairs and Administration, Corporate Communications and HR, and Risk and Quality Control.

Corporate Management Team

The Corporate Management Team discusses matters that have a major impact on Finnvera’s personnel. Besides the members of the Management Group, the Corporate Management Team includes the Managing Directors of Finnvera’s subsidiaries and the Regional Director of Savo-Karelia. The Corporate Management Team also includes representatives of the personnel organisations. The Corporate Management Team meets every second month.

Members of Management Group on 31 December 2016

Pauli Heikkilä (1962)
D.Sc. (Tech.)
Chief Executive Officer

Topi Vesteri (1956)
LL.M.
Deputy CEO, Credit Decision Unit

Jussi Haarasilta (1973)
LL.M., M.Sc. (Econ.)
Executive Vice President, Large Corporates

Katja Keitaanniemi (1973)
Lic.Sc. (Tech.)
Executive Vice President, SMEs

Ulla Hagman (1969)
M.Sc. (Econ.)
Senior Vice President, Finance and IT

Risto Huopaniemi (1975)
LL.M.
Senior Vice President, Legal Affairs and Administration

Tarja Svartström (1971)
M.Sc.
Senior Vice President, Corporate Communications and HR

Merja Välimäki (1962)
M.Sc. (Econ.)
Chief Risk Officer, Risk and Quality Control

Members of Corporate Management Team on 31 December 2016

Leo Houtsonen (1958)
M.Sc. (Econ.)
Managing Director, ERDF-Seed Fund Ltd and Veraventure Ltd

Anita Muona (1957)
LL.M. (Helsinki)
Managing Director, Finnish Export Credit Ltd

Hannu Puhakka (1959)
M.Sc. (Tech.)
Regional Director, Savo-Karelia

Sirpa Arpiainen (1955)
MHT
Adviser, Representative of the personnel organisation Erityisrahoituksen ammattilaiset ERA Pro

Heikki Lähdesmäki (1961)
M.Sc. (Econ.)
Finance Manager, Representative of the personnel organisation Finnveran Akavalaiset

Päivi Mylläri (1965)
BBA
Adviser, Recovery; Representative of the personnel organisation Finnveran toimihenkilöt

Regional organisation

Finnvera’s regional organisation consists of seven regions with a total of 15 branch offices. We serve our clients comprehensively throughout Finland.
 

Southern Finland
Helsinki
Regional Director Markus Laakkonen, LL.M.

Central Finland
Jyväskylä, Tampere
Regional Director Juha Ketola, M.Sc. (Tech.)

Southwest Finland
Pori, Turku
Regional Director Seija Pelkonen, M.Soc.Sc.

Southeast Finland
Lahti, Lappeenranta, Mikkeli
Regional Director Mirjam Sarkki, M.Sc. (Econ.)

Ostrobothnia
Seinäjoki, Vaasa
Regional Director Kari Hytönen, M.Sc.

Savo-Karelia
Joensuu, Kuopio
Regional Director Hannu Puhakka, M.Sc. (Tech.)

Northern Finland
Kajaani, Oulu, Rovaniemi
Regional Director Juuso Heinilä, M.Sc. (Tech.), M.Sc. (Econ.)

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