UPONOR

Board of Directors

Composition


Pursuant to the Articles of Association, the Board comprises a minimum of three and a maximum of seven members, elected for a one-year term starting at the closing of the Annual General Meeting (AGM) at which they were elected and expiring at the closing of the following AGM. Board members may be elected or removed only by a resolution adopted by the shareholders in a general meeting. The number of terms a Board member may serve is not limited, nor is there any defined retirement age. The AGM shall elect the Chair of the Board and the Board elects a Deputy Chair for one year at a time from amongst its members.
 

In December 2023, the Extraordinary General Meeting of Uponor Corporation elected the following seven members to the Board:

  • Mr Andreas Müller, born 1970, Dipl.-Betriebswirt FH, President and CEO, Georg Fischer AG, member of the Uponor Board since 2023
  • Mr Mads Joergensen, born 1969, M.Sc. (Economics & Business Administration), B.Sc. (Economics & Business Administration), Chief Financial Officer, Georg Fischer AG, member of the Uponor Board since 2023
  • Mr Joost Geginat, born 1966, MBA, CEMS MIM, President, GF Piping Systems, Georg Fischer AG, member of the Uponor Board since 2023
  • Mr Thomas Hary, born 1981, M.Sc. (Business Administration), B.Sc. (Business & Management Accounting), Chief Financial Officer of GF Piping Systems, Georg Fischer AG, member of the Uponor Board since 2023
  • Mr Marc Lahusen, born 1970, Ph.D. (Law), LLM, Group General Counsel, Georg Fischer AG, member of the Uponor Board since 2023
  • Mr Helmut Elben, born 1960, Dr. rer. nat. (Physics), Head of Strategy, M&A and IT, Georg Fischer AG, member of the Uponor Board since 2023
  • Mr César Sayegh, born 1991, MBM, B.Sc. (Chemistry), Head of Strategic Transformation and M&A, Georg Fischer AG, member of the Uponor Board since 2023

More detailed information on Uponor's Board members.

Based on the evaluation of the Board, each of the members of the Board of Directors is independent of Uponor, but not independent of significant shareholders of Uponor. The Board noted that, according to recommendation 10 of the Finnish Corporate Governance 2020, the majority of the directors shall be independent of the company and at least two directors who are independent of the company shall also be independent of the significant shareholders of the company. The Board noted that the fact that no Board member is independent of significant shareholder means a deviation from the Finnish Corporate Governance Code.

The AGM determines Board remuneration and fees. In December 2023, the Extraordinary General Meeting of Uponor Corporation decided that no remuneration be paid to the members of the appointed Board of Directors. In March 2023, the Annual General Meeting of Uponor Corporation decided that the annual remuneration of the then-appointed Board of Directors is as follows: €100,000 for the Chair of the Board, €58,000 for the Deputy Chair of the Board, €58,000 for the Chair of the Audit Committee, €58,000 for the Chair of the Personnel and Remuneration Committee (only in case she/he is not the Chair of the Board as well) and €48,000 for other members of the Board. Approximately 40% of the remuneration shall be paid by acquiring Uponor Corporation’s shares in public trading and/or by conveying Uponor Corporation’s shares held by the company and the rest shall be paid in cash or, alternatively, by paying the full remuneration in cash and obligating the Board member to use approximately 40% of the remuneration paid in cash to acquire Uponor Corporation’s shares in public trading. The yearly Board remuneration shall be paid within two weeks after the publication of the company’s half-year report for January–June 2023. In case the full remuneration is paid in cash, a Board member shall make the purchase of shares within two weeks after the publication of the company’s interim report for January–September 2023.Travel expenses related to Board meetings shall be paid according to the travel policy of the company.

Additionally, a remuneration per each actual board and committee meeting (excluding decisions without a meeting) shall be paid to the members of the Board of Directors amounting to €800 for meetings held at the country of residence of the member, €1,600 for meetings held elsewhere on the same continent, and €3,000 for meetings held on another continent. The remuneration for telephone meetings shall be the remuneration for meetings held at the country of residence of the member.

The attached table shows the total annual remuneration paid to Board members in 2022:

 
Board of Directors Audit Committee Personnel and Remune­ration Committee Ad Hoc
Committee		 Remune­ration in cash Remune­ration in shares Remune­ration in shares Remune­ration for Board and committee meetings
        € Number of shares Value, € Total,€
Paasikivi, Annika, Chair   Chair Member 57,829 2,834 41,507 36,800
Aaltonen-Forsell, Pia Chair   Chair 33,537 1,644 24,078 42,800
Falk, Johan       27,763 1,360 19,919 25,600
Lengauer, Markus Member   Member 33,537 1,644 24,078 47,200
Lindholm, Casimir (until 15 March 2022)   Member   - - - 3,600
Marchi, Michael G. Member     27,763 1,360 19,919 33,400
Skippari, Susanne (since 15 March 2022)   Member   27,763 1,360 19,919 22,400
In total       208,191 10,202 149,418 211,800

Duties


In accordance with the Finnish Companies Act, the Board of Directors is responsible for the management of the Company and the proper organisation of its activities. The Board’s main duty is to direct the Group’s strategy in such a way that enables, in the long run, the Group to meet the set financial targets and the return to shareholders is secured, while simultaneously taking the expectations of various stakeholders into account. In addition to the statutory duties, the Board takes decisions on all other significant issues.

According to the charter of the Board of Directors, the Board shall, among other things:
 
  1. annually review and determine the rules of procedure of the Board and the Executive Committee ('ExCom');
  2. approve the Group's values and monitor their implementation;
  3. approve the Group's basic strategy and monitor its implementation and updating;
  4. determine the dividend policy;
  5. make a proposal to the general meeting of shareholders on the payment of the dividend, including the amount and time of payment;
  6. approve the annual operational plan and budget based on the strategy, as well as monitor their implementation;
  7. annually approve the total amount of investments as well as any investments that exceed the approved total annual investment limit;
  8. approve investments and leasing arrangements whose net present value exceeds the limit specified in the Signing and Authorisation Policy;
  9. approve acquisitions, joint ventures, partnerships, licensing arrangements and asset divestments that exceed the limits specified in the Signing and Authorisation Policy;
  10. approve the Group's general organisational structure;
  11. appoint and dismiss the President and CEO and determine the terms of his/her service contract;
  12. prepare and approve the President and CEO's annual compensation;
  13. approve the appointment and dismissal of members of ExCom;
  14. approve annual compensation for the members of ExCom;
  15. prepare and approve a succession plan for the President and CEO;
  16. approve succession plans for members of ExCom;
  17. approve the interim reports, the half year financial report, the annual report and the annual financial statements;
  18. meet the external auditor at least once a year in a closed session without the management;
  19. prepare the proposals for general meetings of shareholders;
  20. annually evaluate the performance of the President and CEO and members of the Board as well as that of the Chair;
  21. approve far-reaching key Group policies, policies relating to Uponor values and as required by respective regulation;
  22. deal with other issues raised by the Chair or the President and CEO.


Meetings and decision-making


The Board meets on average 10 times a year. Some meetings may be held as teleconferences. Two of the meetings should take place at a business unit, a different one each time. The Board may also meet at any time without the presence of the management and make decisions without holding a meeting. Minutes of a meeting are taken in English for each meeting.

During 2022, the Board held 28 meetings in total. COVID-19 pandemic and related travel restrictions still impacted the practical arrangements of the Board meetings. Seven meetings were held as physical meetings and the remaining 21 meetings were organised fully remotely by using Microsoft Teams. One meetings was arranged at a business unit. Five non-attendances were recorded (1 for Markus Lengauer, 1 for Michael Marchi and 3 for Susanne Skippari). Further, the Board made seven decisions without having a meeting. 

In 2022, in addition to the normal duties based on regulation, good governance and the Board charter, the Board of Directors focused on the follow up of the new strategy and the potential and required changes to it due to rapid variations in macro-economic conditions (e.g. exit from Russia, potential raw material and energy constraints). Considerable board attention was also given to management succession planning, as the company welcomed 4 new members to the Executive Committee. Towards the end of the year, the board’s focus was on supporting the management of and recovery from the cyberattack.


Board diversity principles


When designing the composition of the Board of Directors, the Nomination Board of the company assesses the Board composition from the viewpoint of the company’s current and future business needs, while taking into account the diversity of the Board.

The diversity of the Board of Directors will be assessed from various viewpoints. The members of Uponor’s Board of Directors shall have sufficient and complementary experience and expertise in the key industries and markets relevant to Uponor’s business. In addition, an essential element is the personal characteristics of the members and their diversity.

Expertise

  • Knowledge on the company’s value creation drivers
  • Industry
  • Relevant markets and technologies
  • Accounting and finance
  • Governance

Personal characteristics

  • Professional experience
  • Education
  • Gender
  • Age
  • Personality

Objective


The company’s aim is that the Board of Directors represents diverse expertise in different industries and markets, diverse professional and educational background, diverse age distribution and both genders. Concerning gender diversity the objective is that both genders are represented in the Board by at least two members. The objective was well achieved in 2022.

The realisation of the diversity principles is monitored and reported in the company's Corporate Governance Statement.
 
Board Committees

Audit Committee

 

According to the charter of the Audit Committee it shall have the following duties:

  • to monitor the reporting process of financial statements and assuring that the reporting process generates correct information, to deal with any exceptional and material items and their handling and to approve important accounting principles;
  • to review and oversee the quality and integrity of the annual report and the annual financial statements as well as the interim reports and the half year financial report;
  • to monitor the financial and liquidity position of the company and prepare matters and proposals to the Board on a need-to-know basis;
  • to monitor the efficiency, plans and processes of the Group's internal control, internal audit and risk management systems;
  • to review the Company's corporate governance statement including the description of the main features of the internal control and risk management systems pertaining to the financial reporting process;
  • to approve the annual plan and budget, to issue instructions on and to review and monitor the operations, plans and reports of the internal audit function, to receive status reports of the internal audit function in every meeting and to meet with the internal auditor at least twice a year;
  • to review the external audit plan and to monitor the statutory audit of the financial statements and consolidated financial statements, to approve the budget of the external audit as well as new assignment above the limit set by the Audit Committee;
  • to meet with the external auditor quarterly and to review all material reports from the auditor;
  • to evaluate the independence of the statutory auditor or audit firm, particularly the provision of related services to the company to be audited;
  • to prepare the proposal for a resolution on the election of the auditor;
  • to monitor the Company’s compliance with legal and regulatory requirements, including the performance of its ethics and compliance programme and
  • to meet with the management of the company, particularly the President and CEO and the CFO, but also others responsible for internal control and risk management.

The invitation and materials of the Audit Committee meetings shall be sent to the Board members, who all have the right to attend the meetings.

Audit Committee in 2023

In December 2023, the Board resolved to discontinue the previous Audit Committee and transfer its duties to the full Board. The Board noted that according to recommendation 16 of the Finnish Corporate Governance Code 2020 a company shall establish an audit committee, if the extent of the company’s business requires that the preparation of the matters pertaining to financial reporting and control be done by a body smaller than the entire board of directors. The Board further noted that the discontinuance of the Audit Committee means a deviation from the Finnish Corporate Governance Code.
 
Between March–December 2023, members of the Audit Committee were Katja Keitaanniemi, Michael G. Marchi and Hans Sohlström. Katja Keitaanniemi was also the committee chair.

During 2022, the Committee held five meetings, two of which were held as physical meetings and three remotely via Microsoft Teams. No non-attendance was recorded.


Personnel and Remuneration Committee

 

According to the charter of the Personnel and Remuneration Committee, it shall have the following duties:

  • preparing the appointments of the President and CEO and the members of the Executive Committee, and the terms and conditions of their employment
  • preparing matters to be brought to the Board relating to personnel, evaluation of top management and succession planning as needed
  • to prepare matters pertaining to the remuneration and other financial benefits of the managing director and other executives ;
  • to prepare matters pertaining to the remuneration schemes of the company;
  • to evaluate the remuneration of the managing director and the other executives as well as to see that the remuneration schemes are appropriate;
  • to review the remuneration statement;
  • to answer questions related to the remuneration statement at the general meeting.

Personnel and Remuneration Committee in 2023

In December 2023, the Board resolved to discontinue the previous Personnel and Remuneration Committee and transfer its duties to the full Board.
 
Between March–December 2023, members of the Personnel and Remuneration Committee were Annika Paasikivi and Susanne Skippari. Annika Paasikivi was also the committee chair.

The Personnel and Remuneration Committee held seven meetings in 2022, with zero non-attendances. One meeting was held as a physical meeting and the rest remotely via Microsoft Teams.
 

Ad Hoc Committee

From time to time, the Board may establish temporary working committees to further enhance the efficiency of board work. During 2022, the Board established a temporary committee to prepare strategic matters for board assessment. The temporary committee has been terminated during 2022.

The appointed members of the temporary committee were Pia Aaltonen-Forsell (chair), Markus Lengauer and Annika Paasikivi. The temporary committee held in total 19 meetings, all of which were held remotely. Fees paid for committee work have been reported in the remuneration report.