
Johannus (Hans) Spikker,
Economic Geography, University of Amsterdam
b. 1959, Senior Portfolio Manager Real Estate Europe, APG Asset
Management, The Netherlands
Dutch citizen
• no shareholdings in SATO Group companies
• in controlled corporations no shareholdings in SATO Group
companies
Timo Stenius,
M.Sc. (Constr. Eng.),
b. 1956, professional board member
Finnish citizen
• no shareholdings in SATO Group companies
• in controlled corporations no shareholdings in SATO Group
companies
The Board of Directors elected Esa Lager as its Deputy Chair.
The majority of the Board of Directors must be independent of
the Company. At least two Board members who are independent
of the Company must also be independent of significant
shareholders in the Company. The Board of Directors assesses
the independence of its members and declares which of the
members of the Board of Directors are considered independent
of the Company, and which independent of the significant
shareholders. The Board of Directors has conducted the
evaluation of the independence of the members of the Board of
Directors in the meeting held after the annual general meeting
on 24 March 2023.
Members of the Board of Directors except Sharam Rahi are
independent of the Company. Esa Lager and Tarja Pääkkönen are
also independent of the significant shareholders. Sharam Rahi,
Erik Selin, Hans Spikker and Timo Stenius are dependent of the
significant shareholders.
The Company’s Board of Directors is responsible for the proper
organisation of the Company’s governance and its operations. It
is the duty of the Board of Directors to promote the interests of the
Company and all its shareholders.
In 2022, the Board of Directors convened on 11 meetings. An
average of 95.4% of the members of the Board of Directors
attended the Board meetings. Members of the Board of Directors
participated in the meetings as follows: Erik Selin 10/11, Esa Lager
11/11, Tarja Pääkkönen 11/11, Sharam Rahi 11/11, Hans Spikker 9/11
and Timo Stenius 11/11. The CEO report concerning current themes
and the report handling the financial position of the Company are
handled in the meetings of the Board of Directors. In year 2022 the
focus areas of the Board work have been the divestment of 2009
apartments located outside the focus are of the Company as well
as the monitoring the investments and financial position of the
Company. The key audit matters by the auditor are presented to
the Board of Directors in connection with the handling of financial
statements, interim reports and half year financial report.
SATO's Board of Directors has confirmed the rules of procedure
applied to the duties, meeting procedures and decision-making
practices of the Board of Directors. These rules of procedure are
explained on the Company’s website https://www.sato.fi/en/
sato-company/governance/rules-of-procedure. In addition to
matters for decision, the Board of Directors receives up-to-date
information on the Company's operations, financial position and
risks at its meetings.
In addition to the duties specified by the Finnish Limited Liability
Companies Act, the Board of Directors decides on matters which,
considering the extent and size of the Group’s operations, have
considerable importance for the Group’s business. The duties of the
Board of Directors include i.a. the following:
1. confirmation of the Group’s business strategy and monitoring its
implementation
2. confirming and monitoring the annual budget and the business
plan
3. dealing with the financial statements and report of the
Company’s Board of Directors as well as the interim reports and
half year financial reports
4. confirming the Company’s dividend policy and financial targets
5. organization and supervision of risk management, internal
control and internal audit
6. decisions regarding SATO Group’s financing
7. decisions on significant investments and divestments.
The Board of Directors also appoints and dismisses the
Company’s President and CEO and, when necessary, his/her
deputy, as well as the members of the Corporate Management
Group, and determines the terms of their employment and of
their term of office as well as their remuneration schemes.
The duty of the Board of Directors is to promote the best
interests of the Company and all its shareholders. The members
of the Board of Directors do not represent the interest of the
parties that has proposed their election as Board members. The
Board of Directors performs an annual, internal self-assessment
of its activities and its working methods. The purpose of the
self-assessment is to verify how the Board’s activities have been
performed during the year and to serve as a basis for assessing
the Board’s method of operating. The Board of Directors
conducted its self-assessment regarding year 2021 in January
2022 and the summary of self-assessment was presented in the
Board meeting in February.
Diversity of the Board of Directors
The diversity of the Board of Directors supports the Company’s
business, its development and thus the success of the Company.
Diversity strengthens the work of the Board of Directors by
emphasising the views of people of different ages, different
educational backgrounds and different experience concerning
the Company’s development and the steering of its operations.
Diversity increases open discussion and strengthens the decision-
making of the Board members.
While preparing a proposal for the annual general meeting
concerning the number of Board members and the persons to be
elected as members and Chair the Nomination Committee must
take into account the requirement for diversity. The Committee
must evaluate the requirements set for the number of the
members of the Board, their competence in any given situation
and must also evaluate the experience of the Board members,
their knowledge of SATO’s business, education and distribution
of age and gender. A member of the Board of Directors must
have the possibility to spend sufficient time on Board work. The
number of Board members must be sufficient. Board members
must have different skills to support the implementation of the
Company’s current strategic targets. To support and challenge
SATO’s management from various perspectives is also one of
Board’s key tasks.
The requirements for diversity have been implemented in the
composition of SATO’s Board of Directors. The education and
experience of the members of SATO’s Board supplement and
support that of other members. Each member of Sato’s Board has
a degree in technology, in business or economics or a Master of
Laws degree. Board members have experience in management
functions and board memberships in significant companies
and of companies operating internationally. A wide experience
in housing investment, financing and consumer business is
represented in SATO’s Board. Both genders (one woman and five
men) are represented on the Board of Directors and the span
of ages ranges from 55 to 66. The term of office of the Board
members has lasted seven years on average.
The committees of the Board of Directors
At the organisational meeting held after the annual general
meeting, the Board of Directors appoints annually the
Nomination and Remuneration Committee. The Nomination
and Remuneration Committee comprises three to five members
elected by the Board of Directors, one of whom serves as Chair.
The Board of Directors confirms the rules of procedure for the
current committees. The committees have no independent
decision-making authority. Their mission is to prepare matters
for decision by the Board of Directors and the annual general
meeting and they report constantly on their actions to the Board
of Directors. The rules of procedure can be seen on the SATO’s
SATO's Annual report 2022 | 78
SATO 2022 | Report of the board of directors Financial statements
|| Governance