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Board of Directors

The following seven members sit on the Board of Digia Plc:

 

Pertti Kyttälä, b. 1950, M.Sc. (Econ.)
Digia Board member since 2005 and Chairman of the Board since 2010. Chairman of the Board's Audit Committee and member of the Nomination Committee.Managing Director of Peranit Ltd. His previous posts include CEO at Radiolinja Ltd (1999-2003), IT Director at Helsinki Telephone Company (1997-1999), Managing Director at Samlink Ltd (1994-1997) and Managing Director and Deputy Managing Director at Sp-palvelu Ltd (1991-1994). Chairman of the Board at ASAN Security Technologies Ltd and a Member of the Board at Ubisecure Solutions Ltd.

Independent of the company and its significant shareholders.

 
 

Robert Ingman, b. 1961, M.Sc. (Eng.), M.Sc. (Econ.)
Digia Board Member since 2010 and d Vice Chairman of the Board since 2012. Chairman of the Board's Nomination Committee and member of the Compensation Committee. Full-time Chairman of the Board of Ingman Group Oy Ab. His previous posts include Managing Director at Arla Ingman Oy Ab (2007-2011) and Ingman Group Oy Ab and Ingman Foods Ab (1997-2006). Member of the Board at Arla Ingman Ltd., Etteplan Plc and Evli Pankki Plc.

Independent of the company.

   

Päivi Hokkanen, b. 1959, M.Sc. (Econ.)
Digia Board Member since 2012. Member of the Board's Compensation Committee. CIO and Executive Group member at A-Katsastus Group Oy since 1.9.2012. Her previous posts include CIO at Sanoma Plc (2009-2012) and at Stockmann Plc (2002-2009), Director at SysOpen Plc (1998-2002) and various positions at Cap Gemini Plc (1995-1998) and Kansallisrahoitus Ltd. (1984-1995). Member of the Board at the Finnish Information Processing Association (2010-2011).

Independent of the company and its significant shareholders..

 
 

Kari Karvinen, b. 1959, MA
Digia Board Member since 1990. Member of the Board's Audit Committee and Nomination Committee. Currently works as a board professional and independent investor. CEO and Chairman at Tuulenhenki Ltd. His previous posts include Co-founder of SysOpen Plc (the predecessor of Digia Plc), full-time Chairman of the Board (2002–2004), Chairman of the Board (2004-2005), Vice Chairman of the Board (1999–2002, 2005–2007), Deputy Managing Director (1990–1999) and Director of Business Planning (1999–2000). Vice Chairman of the Board at NOMO Jeans Corporation Ltd. Member of the Directors’ Institute of Finland and FiBAN (Finnish Business Angels Network).

Independent of the company and its significant shareholders.

 
 

Seppo Ruotsalainen, b. 1954, M.Sc (Eng), Lic. Tech.
Digia Board Member since 2012. Member of the Board's Audit Committee. Currently works as a board professional holding board chairman, board member, investor and strategic advisor roles in various technology and software companies. His previous assignments include President and CEO at Tekla Corporation (1998-2003), SVP at F-Secure Corporation (2008-2009), EVP at Oy LM Ericsson Ab (1994-1998) and Sales Director at Hewlett Packard (1982-1993) as well as Chairman of the Finnish Information Association 2004-2006. Member of the Directors’ Institute of Finland and FiBAN (Finnish Business Angels Network).

Independent of the company and its significant shareholders.

 

Leena Saarinen, b. 1960, M.Sc. (Food technology)
Digia Board Member since 2012. Member of the Board's Audit Committee. Currently works as a board professional holding Board chairman or Board member roles in various companies including Arla Ingman Oy and in Advisory Board of Varma. Her previous posts include Managing Director at Suomen Lähikauppa Ltd. (2007-2010), President and CEO at Altia Corporation (2005-2007) and various positions at Unilever (1990-2005). Member of the Advisory Board of Luottokunta (2008-2011) and Member of the Board at Outokumpu Plc (2003-2011) and Atria Plc (2006-2007).

Independent of the company and its significant shareholders.

 
 

Tommi Uhari, b. 1971, M.Sc. (Eng.)
Digia Board Member since 2010. Chairman of the Board's Compensation Committee. Currently holds board member and strategic advisor roles in selected startups and public companies. His previous posts include management team member of ST Microelectronics (2006-2010), various managerial positions at ST's joint ventures ST-NXP Wireless and ST-Ericsson (2008-2010), head of ST's Wireless Business Unit (2006-2008) and Director of Nokia Wireless and SW platforms units at Nokia (1999-2006).

Independent of the company and its significant shareholders.

Compensation Committee

Purpose
Digia's Compensation Committee's purpose is to prepare and follow up incentive schemes in order to ensure that company's targets are met, to ensure the objectivity of decision-making, and to ensure that the incentive schemes are transparent and systematic.

The Compensation Committee prepares and assesses the salaries, compensation, and appointments of the CEO and his/her direct subordinates, as well as the incentive schemes of other personnel. The Compensation Committee is not a decision-making or an executive body. It assists the Board of Directors in any compensation-related decision-making.

The Compensation Committee has a minimum of three (3) and a maximum of five (5) members that the Board selects annually from among its members. The Compensation Committee selects its chairman.

Meetings
The Compensation Committee meets when necessary. The Compensation Committee may invite experts to join its meetings if deemed necessary depending on the matters at hand, and may use outside specialists to assist the Committee in fulfilling its duties. Minutes are kept at the Compensation Committee's meetings and they must be signed by all Committee members present.

Reporting to the Board of directors
The Chairman of the Compensation Committee presents the Committee's statements and proposals to the Board of Directors.

Members in 2013

The members of the Compensation Committee are
-  Tommi Uhari, Chairman
-  Robert Ingman
-  Päivi Hokkanen

Audit committee

Purpose
The purpose of the Audit Committee is to assist the Board of Directors in ensuring that the company's financial reporting, accounting methods, financial statements and other financial information provided by the company are balanced, transparent and clear.

Members in 2013

The members of the Audit Committee are
-  Pertti Kyttälä, Chairman
-  Kari Karvinen
-  Seppo Ruotsalainen
-  Leena Saarinen

Nomination committee

Purpose
The Nomination Committee will prepare proposals for the annual general meeting of the shareholders concerning (a) the number of members of the Board of Directors, (b) the members of the Board of Directors, (c) the remuneration for the Chairman, Vice Chairman and members of the Board of Directors and (d) the remuneration for the Chairman and members of the committees of the Board of Directors.

Members in 2013

The members of the Nomination Committee are
-  Robert Ingman, Chairman
-  Kari Karvinen
-  Pertti Kyttälä

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