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Board and Management

Board of directors

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.

The Board evaluates its operations and processes to increase efficiency and quality. An internal self-evaluation is conducted once a year.

Board composition

The current Board of Directors was elected at the Company's last Annual General Meeting in March 2017. The members are Tatu Ylönen, Timo Syrjälä, Jukka Manner, Petri Kuivala and Ari Vänttinen. Jukka Manner was elected as the Chairman of the Board of Directors.

Currently Board of Directors does not have a female member. This is a departure from Recommendation 8 of Finnish Corporate Governance Code and will be duly considered in the preparation of the proposal for the composition of the board to be given to the next Annual General Meeting, so that the diversity of the next board of directors may be ensured. Departure from Recommendation 8 is also addressed in Enemmistöosakkaan ehdotus hallituksen kokoonpanoksi under Annual General Meeting 2017

SSH has established principles on diversity in accordance with the Finnish Corporate Governance Code’s Recommendation 9. SSH aims to have members of the Board of Directors representing both genders as well as different professional and educational backgrounds. SSH’s principles on diversity are taken into account when considering nominations to the Board of Directors. Decisions on the election of directors shall always be made at the General Meeting.

Board members

See the Board of Directors page for information on current board members.

Currently, Petri Kuivala, Ari Vänttinen, Jukka Manner, and Timo Syrjälä are deemed to be independent board members. Thus, majority of the board members are independent.

The company's CFO acts as secretary to the Board.

Board charter

Board Charter was approved by the company's Board of Directors on February 8, 2016. The Board of Directors will update and change the Board Charter as required.

Executive management

CEO

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 Kaisa Olkkonen. The CEO's retirement age and determination of pension comply with standard rules under the Employees' Pension Act. The period of notice for CEO is 3 months with 3 months severance payment. CEO does not have a supplementary pension insurance.

CEO´s fixed monthly salary is 17.000 €. CEO does not have a separate incentive scheme or performance based bonuses. Company may grant stock options to CEO according to its normal policies and rules of stock option programs.

Kaisa Olkkonen has 10.000 company shares and 300.000 stock options which will be vested during 2018-2020.

Management team

The Executive Management Team supports the CEO in managing and developing SSH Group. The members in the Executive Management Team are the CEO and representatives chosen from the management of the company. See the executive management page for more information.

Salaries and Remuneration

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 for one year at a time.

For long term incentives, company has established Option plans.

Salaries and Fees Paid to Members of the Board of Directors

EUR20162015
Timo Syrjälä17 85722 500
Tatu Ylönen18 00013 500
Päivi Hautamäki (until 20.4.2016)5 57118 000
Jukka Manner18 00013 500
Harri Koponen (from 20.4.2016)12 429-
Kaisa Olkkonen16 571-
Total88 42867 500

Annual General Meeting approved following annual compensation in 2017 for the Board of Directors: 30.000 euros for Chairman and 20.000 euros for other members of the Board.

Remuneration and fees - CEO

EUR20162015
Salary and other short term employee benefits348 706276 032
Share-based payments00

Harri Koponen was CEO of SSH Communications Security Oyj until 17 February 2016 and Tatu Ylönen from 17 February 2016 until 31.12.2016

Compensation of the Management Team

EUR20162015
Wages and other short term employee benefits1 420 184881 442
Share-based payments00

note: number of management team members may change

Holdings

The number of shares and share-based rights (incl. stock options) 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 described in Corporate Governance Statement (per 31.12.2016) available here.