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 Chair from amongst its members. The company’s President and CEO cannot be elected to serve as the Chair of the Board of Directors.
Diversity of the Board of Directors
When preparing the proposal for the composition of the Board of Directors, the major shareholders take account of the company’s business requirements and trends as well as the strategy of the company. The main objective is to ensure that the composition of the Board of Directors supports the company’s business operations, strategy and customer-orientated approach in an optimal manner. Diversity in the Board of Directors helps to ensure that this objective is achieved. The diversity of the Board of Directors is reviewed from different perspectives. The most important factors for the company are the directors’ mutually complementary know-how, education and experience in different fields and different geographic areas significant for the company’s business as well as their personal attributes. The diversity of the Board of Directors is promoted in particular by the gender and age diversity of the directors. Also taken into account in the composition of the Board are the long-term objectives of the company as well as succession planning.
Members of the Board of Directors
Marimekko Corporation’s Annual General Meeting held on 13 April 2023 elected six members to the Board of Directors for a term beginning on 13 April 2023 and ending at the close of the 2023 Annual General Meeting. The Board of Directors currently consists of Carol Chen, Mika Ihamuotila, Mikko-Heikki Inkeroinen, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula. The Board is chaired by Mika Ihamuotila and vice-chaired by Teemu Kangas-Kärki.
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, Carol Chen, Mikko-Heikki Inkeroinen, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula are independent of the company and its significant shareholders.
Mika Ihamuotila acted as full-time Chairman of the Board from 11 April 2016 to 16 April 2019 pursuant to a separate service agreement governing his full-time chairmanship. Since 17 April 2019, the position governed by the service agreement has been on a halftime basis. The Audit and Remuneration Committee of the company handles and prepares matters related to the service agreement’s terms and Mika Ihamuotila’s 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 have long-term effects on the company’s business operations.
According to the rules of procedure, the Board addresses issues such as the following:
- approving Group’s strategy and monitoring the implementation of the strategy
- approving operating plans, budgets and investments for the Group and the various areas of business
- approving interim reports, the financial statements and consolidated financial statements and the report of the Board of Directors
- deciding on expanding and scaling back business operations
- deciding on mergers, acquisitions/divestitures and restructuring arrangements
- approving on financial policy and contingent liabilities related to financing arrangements
- monitoring and assessing how related party transactions are part of the company’s ordinary course of business and according to market terms
- approving the Group’s key management policies including Group reporting, risk management and annual remuneration
- appointing the company’s President and CEO and the members of the Management Group and deciding on their remuneration
- set annually personal goals for the President and CEO and assessing how they are achieved as well as approving the targets for the members of the Management Group and assessing how those targets are achieved
- reviewing and deciding on the remuneration and the terms of the executive service agreement of the Executive Chair of the Board according to the proposal of the Audit and Remuneration Committee. The Executive Chair shall not participate in decision making regarding his compensation
- approving corporate social responsibility principles for the Group and monitoring of corporate sustainability reporting
In 2022, the Board focused, among other things, on the following subjects:
- development of Marimekko’s strategy as well as confirming strategic objectives for the various business areas
- strengthening the guidelines for the strategy period of 2023–2027
- strategic development of the international expansion of the store network and e-commerce
- development of Marimekko’s sustainability strategy
- strategic development of the product portfolio as well as measures to increase productivity in the medium term
- reviewing the design and brand strategy
- reviewing and confirming operating plans and budgets
- exploring the opening of new markets
- strengthening market position in Asia
Meeting procedures and decision-making
The Chair 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 Chair. In 2022, the Board convened ten times. The Board members’ attendance rate at meetings was 100 percent.
| Board of Directors |
Position | Board member since | Independent of the company and its significant shareholders |
Attendance |
| Mika Ihamuotila | Chair since 2015 | 2008 | No | 10/10 |
| Teemu Kangas-Kärki | Vice Chair since 2022 | 2022 | Yes | 10/10 |
| Carol Chen |
Member | 2021 | Yes | 10/10 |
| Mikko-Heikki Inkeroinen |
Member | 2015 | Yes | 10/10 |
| Tomoki Takebayashi |
Member | 2021 | Yes | 10/10 |
| Marianne Vikkula | Member | 2022 | Yes | 10/10 |
Committees
The Board of Directors elected by the Annual General Meeting on 13 April 2023 appointed an Audit and Remuneration Committee from among its members. The Board elected Teemu Kangas-Kärki as Chair and Mikko-Heikki Inkeroinen and Marianne Vikkula as members of the Audit and Remuneration Committee.
The Board of Directors has not established any other committees.
The Audit and Remuneration Committee handles and prepares matters relating to the terms and remuneration of Marimekko’s executive management as well as other tasks and supervision typically assigned to audit and remuneration committees.
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
- monitoring and assessing how related party transactions are part of the company’s ordinary course of business and according to market terms
- reviewing, overseeing and verifying outcomes of management compensation plans and programmes.
In 2023, the Audit and Remuneration Committee held five meetings. The Committee members’ attendance rate at meetings was 100 percent.
| Audit and Remuneration Committee |
Position | Committee member since | Independent of the company and its significant shareholders |
Attendance |
| Teemu Kangas-Kärki | Chair since 2022 | 2022 | Yes |
5/5 |
| Mikko-Heikki Inkeroinen |
Member | 2017 | Yes |
5/5 |
| Marianne Vikkula | Member | 2022 | Yes |
5/5 |
Marimekko does not have a Supervisory Board.