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.
The current Board of Directors was elected at the Company's last Annual General Meeting in April 2016. The members are Tatu Ylönen, Timo Syrjälä, Jukka Manner, Kaisa Olkkonen and Harri Koponen. Kaisa Olkkonen was elected as the Chairman of the Board of Directors.
Members of the Board of Directors
Due to the appointment of Kaisa Olkkonen as new CEO, currently a majority of the Board members are considered non-independent of the company. Jukka Manner and Timo Syrjälä are deemed to be independent Board members. Non-independent Board members are Kaisa Olkkonen, Harri Koponen and Tatu Ylönen. This is a temporary departure from Recommendation 10 and will be 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 independence of the next board of directors is ensured. 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 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.
The members of the Executive Management Team are:
- Kaisa Olkkonen, CEO
- Kalle Jääskeläinen, VP, Platform Management
- Markku Rossi, Chief Technology Officer
- Jussi Mononen, VP, Business Development
- Helena Kukkonen, Chief Financial Officer
- Tatu Ylönen, Founder & SSH Fellow
- Chris Riley, President, US Operations & VP, Marketing
- Rami Raulas, VP Sales, EMEA
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 from six months to 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
|Timo Syrjälä||22 500||16 533|
|Tatu Ylönen||13 500||0|
|Päivi Hautamäki||18 000||19 500|
|Jukka Manner||13 500||0|
|Total||67 500||36 033|
Remuneration and fees - CEO
|Salary and other short term employee benefits||276 032||64 658|
Compensation of the key management personnel of the group
|Wages and other short term employee benefits||506 478||874 000|
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.