Board and CEO, Group Management and Auditors
Uutechnic Group’s administration is based on the Finnish Companies Act and the Articles of Association of the Group’s parent company, Plc Uutechnic Group Oyj. The company follows the NASDAQ OMX Helsinki Corporate Governance Code 2020 for Finnish listed companies as of January 1, 2020.
In accordance with the Companies Act, the Group’s business operations and administration are the responsibility of the following bodies: the Annual General Meeting, which elects the members of the Board of the Directors of the parent company, and the CEO, appointed by the Board.
Plc Uutechnic Group Oyj’s highest decision-making body is the Annual General Meeting, where the shareholders’ exercise their authority. The company is not aware of any agreements between shareholders.
The Board of Directors is responsible for the company’s administration and appropriate operation. As the parent company of the Group, Plc Uutechnic Group Oyj is responsible for the management, strategic planning, financial administration and financing, and human resources management of the Group.
Board and CEO
Board of Directors
The members of the Board are Peter Ryan (Chairman of the board), Arno Gloeckner (Deputy Chairman) and Dominic Hill (member).
Information about the Board members:
Peter Ryan, Chairman
Peter Ryan is Vice President, Secretary and General Counsel at SPX FLOW, leading a global team managing the company’s risk mitigation, mergers & acquisitions, compliance, claims, labor relations and litigation. Prior to the SPX FLOW spinoff in 2015, Peter served in a variety of corporate and business roles at former parent company SPX Corporation, including deputy general counsel and segment general counsel of the company’s food and beverage business. He began his legal career with Kirkland & Ellis, LLP in Chicago.
Peter Ryan is preliminarily considered independent in relation to Plc Uutechnic Group Oyj but non-independent in relation to SPX FLOW.
Arno Gloeckner, Deputy Chairman
Arno Gloeckner is the Associate General Counsel – Global Contracts for SPX FLOW. He joined the company in 2010 as Staff Attorney for the EMEA region, initially based in Norderstedt, Germany. He later moved to Helsinki, Finland and was promoted to Assistant Group General Counsel for the Industrial segment in EMEA, before a change in role to provide commercial legal support for the Food & Beverage segment in EMEA. Arno is a German qualified lawyer and previously worked in a major international law firm.
Arno Gloeckner is preliminarily considered independent in relation to Plc Uutechnic Group Oyj but non-independent in relation to SPX FLOW.
Dominic Hill, Member
Dominic Hill joined SPX FLOW in 2014 as Vice President Global Aftermarket and was promoted to Vice President of Business Development and Strategic Accounts in 2019. Previously, he held leadership positions at FTSE 100 Smiths Group and Babcock International Group. Dominic Hill is based in the UK and holds a MSc from Cranfield University.
Dominic Hill is preliminarily considered independent in relation to Plc Uutechnic Group Oyj but non-independent in relation to SPX FLOW.
10.2.2021 Expired Membersihps:
Chairman Hannu Kottonen, s. 1957, M.SC.(Econ.)
- Member of the board of directors 28.4.2016 – 10.2.2021
- Previous work experience:
- HKScan Oyj, CEO 3/2012 – 1/2016
- Metsä Tissue Oyj, CEO 10/2006 – 2/2012
- M-Real Plc, leader of the Consumer Packaging Division 2004 – 2006
- Huhtamäki Group, several senior management positions 1983 – 2003
- Most significant positions of trust:
- Polarica Holdings AB, chairman of the board of directors (until 5/2019)
- Kinttuviisas Oy, chairman of the board of directors
- International Orienteering Federation (IOF), council member 10/2018 –
- Hannu Kottonen is independent of the Company and its significant shareholders
Jouko Peräaho, b. 1962, Engineer
- Member of the board of directors 30.10.2015 – 10.2.2021
- Plc Uutechnic Group Oyj, CEO 9.3.2017 –
- Previous work experience:
- AP-Tela Oy , board member 2015 – 05/2019
- Japrotek Oy Ab, managing director 2017 – 28.9.2018
- Japrotek Oy Ab, board member 2015 – 28.9.2018
- Uutechnic Oy, managing director 1993 – 2013
- Most significant positions of trust:
- FC TPS Oy, chairman of the board
- Chamber of commerce in Turku, member of the council
Johan Slotte, b. 1959, VT, EMBA (IMD)
- Member of the board of directors 30.6.2020 – 10.2.2021
- Work experience:
Teleste Oyj several management positions 8/1999 ->
Deputy CEO 6/2007 ->
Cableway AG, Saksa, Managing Director 7/2017 ->
- Uponor Oy
several management positions 4/1989 – 7/1999
Uponor Poland Managing Director, 9/1995 – 7/1999
- Main positions of responsibility
Teleste Oyj, secretary of the board of directors 4/2009 ->
Uponor Oy, secretary of the board of directors 8/1989 – 6/1995
memberships of the board of directors in several companies 1992 ->
- Johan Slotte is independent of the Company and its significant shareholders.
Activities of the Board
The Board of Directors of the parent company, which also acts as that of the Group, is responsible for the Group’s administration and appropriate operation, and it decides on issues that are highly significant in light of the scope of the Group’s operations.
Some of the key responsibilities of the Board are to
- confirm the Group’s strategy and objectives, monitor their implementation, and commence corrective measures if these should be necessary
- decide on significant investments as well as acquisitions and real-estate transactions
- handle and approve the interim management statements, interim reports, and financial statements
- decide on the Group’s financial policies and financing methods
- approve the dividend policy and make a proposal to the AGM concerning distribution of dividends
- be in charge of arrangement of the Group’s risk management and internal monitoring
- appoint and relieve the CEO, and decide on the terms of the CEO’s employment
- confirm the Group’s strategy and decide on the central principles governing the Group’s compensation system
The Board of Directors regularly evaluates its own activities and work methods.
Issues are handled at Board meetings in accordance with an agenda prepared for each meeting. The Group’s chief executive officer acts as secretary of the Board. The minutes of each Board meeting are commented upon and accepted at the next meeting.
The Board meets regularly, once a month, and at other times, if necessary. During the 2013 fiscal period, the Board met 25 times. There was 96% attendance by the Board members.
The presenter at Board meetings is the company’s CEO or one of the Group’s personnel authorized by the CEO. The CEO is responsible for providing the Board with sufficient information for assessing the Group’s operations and financial situation. The CEO is also responsible for implementing the Board’s decisions and reports on this to the Board.
The Board members are obliged to provide the Board with sufficient information for assessment of their qualifications and level of independence and to report any changes to this information.
- The Board has no committees.
- The company has no Supervisory Board.
- Dominic Hill has been appointed as CEO of Plc Uutechnic Group since 19.1.2021. Jouko Peräaho has served as CEO 9.3.2017 – 18.1.2021.
Information about the CEO:
- Plc Uutechnic Group Oyj, CEO 19.1.2021
- VP of Business Development andd Strategic Accounts in SPX Flow
CEO is responsible for the Group’s operational activities, assisted by the Group’s management team.
Plant managers are responsible for the operation of the business areas assisted by the management teams of the plants.
Group Management Team assists the CEO with operational planning and -management. The team assists in preparation of Uutechnic Group’s strategy and annual planning, supervises implementation of the strategy, follows up financial performance, major projects, realization of the main business objectives and prepares investments. Members of the Group Management Team are responsible for the implementation of the resolutions in their responsibility areas.
Members of the Group management team:
- Dominic Hill, CEO of Plc Uutechnic Group Oyj
- Jussi Vaarno, b. 1970, COO and Deputy CEO of Plc Uutechnic Group Oyj, Managing director of Uutechnic Oy
- Leena Junninen, b. 1962, Finance manager of Plc Uutechnic Group Oyj
- Zakaria Mönkäre, b. 1984, Technology Director of Plc Uutechnic Group Oyj
- Antti Sormunen, b. 1974, Plant Director of Uutechnic Oy
- Oliver Tappe, b. 1968, Managing Director of Stelzer Rührtechnic Int. GmbH
Expired memberships in
- Jouko Peräaho, b. 1962, CEO of Plc Uutechnic Group Oyj, membership expired 18.1.2021
- Jarmo Vanha-aho, b. 1965, Vice President – Sales of Plc Uutechnic Group Oyj
In accordance with the Articles of Association, the company’s statutory audit is performed one qualified auditor, which must be an auditing firm certified by the Central Chamber of Commerce of Finland. The auditor’s term covers the fiscal year during which the election was held, and the duty ends at the end of the first full Annual General Meeting after said election.
The Board’s proposal for auditor(s) is indicated in the invitation to the Annual General Meeting, or, if an auditor candidate is not known to the Board at the time the invitation is published, the name of the candidate(s) shall be published separately.
The Annual General Meeting of April 10, 2019 selected public auditing firm Ernst & Young Oy as the company’s auditor, with Osmo Valovirta, CPA, as chief auditor.