Board of Directors

Composition and term of office

The members of Marimekko Corporation’s Board of Directors are elected at the Annual General Meeting. The proposal for the composition of the Board of Directors is prepared by the major shareholders of the Company. The term of office of the Board of Directors expires at the close of the Annual General Meeting following their election. According to the Articles of Association, the Board of Directors comprises a minimum of four and a maximum of seven ordinary members. The number of Marimekko Corporation’s Board members is set in proportion to the company’s size. The Articles of Association do not set an upper age limit for Board members, restrict the number of their terms of office or in any other way restrict the General Meeting’s authority in the election of Board members. There is no particular order governing the appointment of Board members. The Board of Directors elects a Chairman from amongst its members. The company’s President cannot be elected to serve as the Chairman of the Board of Directors.

Diversity of the Board of Directors

The major shareholders take into account when preparing the proposal for the composition of the Board of Directors Company’s business operations, their development and the strategy of the Company. The main objective hereby is to ensure that the composition of the Board of Directors supports Company’s business operations, strategy and the customer orientated approach in the optimal manner. Diversity of the Board of Directors ensures the aforementioned objectives. Diversity of the Board of Directors is reviewed from different perspectives. The most important factors for the Company are the mutually complementary experience, education and know-how from different fields as well as from different geographic areas important for the Company’s business and personal attributes of the directors. Diversity of the Board of Directors is promoted in particular by the gender and age diversity of the Directors, which is seen central for the customer and consumer orientated approach of the Company. Also taken into account in the composition of the Board of Directors are long term objectives of the Company as well as the succession planning.

Members of the Board of Directors

Marimekko Corporation’s Annual General Meeting held on 12 April 2018 elected seven members to the Board of Directors for a term beginning on 12 April 2018 and ending at the close of the 2019 Annual General Meeting. Elina Björklund, Rebekka Bay, Arthur Engel, Mika Ihamuotila, Mikko-Heikki Inkeroinen, Helle Priess and Catharina Stackelberg-Hammarén were re-elected as members of the Board of Directors. The Board is chaired by Mika Ihamuotila and vice-chaired by Elina Björklund.

The Board members are presented under Board of Directors.

Independence evaluation

The Corporate Governance Code states that the majority of Board members shall be independent of the company. A person without any significant connection to the company other than Board membership is considered independent of the company. In addition, at least two of the directors representing this majority shall be independent of significant shareholders of the company. The Board evaluates the independence of its members annually. Among the members of Marimekko Corporation’s Board of Directors, Rebekka Bay, Elina Björklund, Arthur Engel, Mikko-Heikki Inkeroinen, Helle Priess and Catharina Stackelberg-Hammarén are independent of the company and its significant shareholders.

Mika Ihamuotila has acted as a full-time Chairman of the Board from 11 April 2016 on the basis of a separate service agreement due to his full-time chairmanship. Before the date, Mika Ihamuotila’s service agreement included also the duties of the CEO. The Audit and Remuneration Committee of the Board handles and prepares matters related to the Service Agreement’s terms and remuneration.

The Audit and Remuneration Committee of the Board handles and prepares matters related to the Executive Service Agreement’s terms and remuneration.

Duties and responsibilities of the Board of Directors

The Board of Directors is responsible for the proper organisation of the company’s administration, operations, accounting and asset management. In addition to the duties specified in the Finnish Companies Act and the Articles of Association, the written rules of procedure adopted by the Board contain further provisions concerning the Board’s operating principles and principal duties. The Board reviews and confirms the rules of procedure annually at its constitutive meeting, held following the Annual General Meeting. The Board reviews all matters that are significant to or that have long-term effects on the company’s business operations.

According to the rules of procedure, the Board addresses issues such as the following:

  • specifying and confirming strategic Corporate Governance objectives and policies for the Group and the various business areas
  • reviewing and confirming operating plans and budgets for the Group and the various business areas
  • reviewing and approving interim reports, the consolidated financial statements and the Report of the Board of Directors
  • expanding and downsizing business operations
  • considering mergers, acquisitions and demergers and restructuring arrangements
  • deciding on investments and the acquisition and sale of assets that are either strategically or financially significant
  • deciding on financial policy and contingent liabilities related to financing arrangements
  • approving the Group’s reporting, risk management procedures and internal control procedures and audit and control systems
  • approving the audit plan
  • appointing the company’s President and the members of the Management Group and deciding on their remuneration
  • providing instructions for the President.

In 2017, the Board was focusing on e.g. the following subjects:

  • development of Marimekko Corporation´s strategy as well as confirming strategic objectives for the various business areas
  • strategic development of international expansion of both physical retail and e-commerce
  • strategic development of the product portofolio and steps to increase productivity in the medium-term
  • review of the design and brand strategy, and
  • reviewing and confirming operating plans and budgets.

Meeting procedures and decision-making

The Chairman of the Board is responsible for convening and chairing Board meetings. The Board has not assigned responsibility for monitoring any particular aspects of the business to individual Board members. The Board evaluates its performance annually each January under the direction of the Chairman. In 2017, the Board convened ten times. The Board members’ attendance rate at meetings was 100 %.

Position

Board member since Independent of the company and its significant shareholders

Attendance

Mika Ihamuotila

Chairman since 2015

2008 No

10/10

Elina Björklund

Vice Chairman since 2015

2011 Yes

10/10

Rebekka Bay

Member

2017 Yes

7/10

Arthur Engel

Member

2011 Yes

10/10

Mikko-Heikki Inkeroinen

Member

2015 Yes

10/10

Joakim Karske*

Member

2008 Yes

3/10

Helle Priess

Member

2017 Yes

7/10

Catharina Stackelberg-Hammarén

Member

2014 Yes

10/10

Committees

The Board of Directors elected by the Annual General Meeting of Shareholders on 6 April 2017 has nominated from among its members the Audit and Remuneration Committee. The Board elected Elina Björklund as the Chairman and Mikko-Heikki Inkeroinen and Catharina Stackelberg-Hammarén as members of the Audit and Remuneration Committee.

The Board of Directors has not established any other committees.

The Audit and Remuneration Committee will handle and prepare matters relating to the terms and remuneration of Marimekko’s executive management as well as other tasks typically assigned to audit and remuneration committees and supervision.

These include, for example, the following:

  • monitoring the reporting process of financial statements
  • supervising the financial reporting process
  • monitoring the efficiency of the company’s internal control and internal audit, if applicable, and risk management systems
  • reviewing the description of the main features of the internal control and risk management systems pertaining to the financial reporting process, which is included in the company’s corporate governance statement
  • monitoring the statutory audit of the financial statements and consolidated financial statements
  • evaluating the independence of the statutory auditor or audit firm and especially the related services offered to the company
  • preparation of the proposal for resolution on the election of the auditor
  • reviewing, overseeing and verifying outcomes of management compensation plans and programs

In 2017, the Audit and Remuneration Committee held five meetings. The Committee members’ attendance rate at meetings was 100 %.

Position

Committee member since Independent of the company and its significant shareholders

Attendance

Elina Björklund

Chairman since 2015

2015 Yes

5/5

Mikko-Heikki Inkeroinen

Member

2017 Yes

4/5

Joakim Karske*

Member

2015 Yes

1/5

Catharina Stackelberg-Hammarén

Member 2015 Yes

4/5