In accordance with the company's Articles of Association, at the Annual General Meeting the shareholders appoint three to eight members to the Board of Directors. Their term of office ends with the closing of the next Annual General Meeting following their appointment. The Board has a quorum when more than half of its members are present. The company's Articles of Association do not restrict the members' terms in office or present any specific selection criteria for the members. The Board elects a chairperson from among its members.
The Board of Directors handles the company’s administration and the appropriate arrangement of its operations. The Board also ensures that the supervision of the bookkeeping and asset management is appropriate. The Board of Directors decides on matters of principle and on any issues that would have broad-ranging implications for the company. The Board’s task is to steer the company’s operations in a manner that will add the greatest possible value to the company’s invested capital over the long term.
The Board appoints and dismisses CEO, supervises his or her actions, and decides on his or her remuneration and other terms and conditions of service. The Board also approves the Group’s strategy, operating principles and guiding values, and ensures that they are up to-date and correctly implemented. The Board also ensures that the Group has a functional system of internal controls and that the Group’s risk management principles have been defined. It also ensures that key business risks have been identified and are being systematically monitored. The Board approves the operational guidelines and annual plan for the internal audit, and also assesses its effectiveness.
SSH Communications Security Board of Directors convened 24 times in 2012. The average attendance rate of Board members was 96 percent.
The Board evaluates its operations and processes to increase efficiency and quality. An internal self-evaluation is conducted once a year.
The Annual General Meeting held on 20 March 2013 elected Sami Ahvenniemi (chairman until 31 July 2013), Päivi Hautamäki (chairman from 1 August 2013) and Tatu Ylönen as members of the Board of Directors.
Currently, a minority of the Board members are considered independent of the company. Päivi Hautamäki is deemed to be an independent Board member. Not independent of the company are the Board members Tatu Ylönen and Sami Ahvenniemi. Tatu Ylönen is CEO and the largest shareholder who owns directly and through his holdings about 57,7 percent of SSH Communications Security shares. From 12.8.2013 onwards, Sami Ahvenniemi is the Head of the North and South America (and the member of the Group Management team). After Sami Ahvenniemi joined the Company, SSH Communications Security deviated from recommendation 14 (the amount of independent board members) of The Finnish Corporate Governance Code. The main reasons for deviation are ownership structure of the company and importance of the US operations and markets for the company at this stage. The company's CFO acts as secretary to the Board.
The SSH Communications Security Board of Directors appoints the CEO and decides the terms of his or her service contract. The CEO is in charge of the company's operative management in accordance with the Finnish Companies Act and the instructions and authority provided by the Board of Directors.The company's CEO is Tatu Ylönen.The CEO's retirement age and determination of pension comply with standard rules under the Employees' Pension Act. The period of notice for the CEO is three months. There is no separate severance payment agreed.
The Group Management Team supports the CEO in managing and developing SSH Group. The members in the Group Management Team are the CEO and representatives chosen from the management of the company.
At the Annual General Meeting the shareholders' meeting shareholders approve any compensation to the members of the Board of Directors. The Board of Directors confirms the salary and other benefits of the CEO, and also determines the salaries and benefits payable to senior management. Forms of remuneration for SSH Communications Security's senior management and CEO involve a performance-related bonus. The company has no differing pension arrangements for the CEO or other senior management.The bonus scheme for SSH Communications Security's senior management is based on the company's financial performance and personal qualitative and quantitative targets. The targets for the company's senior management are fixed from six months to one year at a time.
For long term incentives, company has established Option plans.
|Remuneration and fees - Executive Board (excl. CEO) members (€)||2013||2012|
|Salary and other short term employee benefits||651,000||400,000|
|Share Based Payment||0||0|
|Remuneration and fees - CEO (€)||2013||2012|
|Salary and other short term employee benefits||174,000||225,000|
|Share based payment||0||0|
The number of shares and share-based rights of the members of the Board of Directors, CEO and members of the Group Management Team and corporations over which they exercise control in the company and in companies belonging to the same group as the company are available here.