Good governance

We observe good governance practices in all our activities. Transparent and clearly defined governance forms the basis of our reliable and responsible operations, which benefits all stakeholders.

Corporate structure

Caruna Networks Oy is the parent company of Caruna Networks Group (“Caruna”). The parent company of Caruna Networks Oy is Suomi Power BV, domiciled in The Netherlands. Caruna Networks Oy is the owner of the two other companies in the Group, Caruna Oy and Caruna Espoo Oy.

Caruna Oy and Caruna Espoo Oy conduct regional and distribution network activities in their own electricity networks under a network licence granted by the Energy Authority. Caruna Oy is responsible for electricity distribution in its networks areas in the regions of Uusimaa, Häme, Southwest Finland, Satakunta, South Ostrobothnia, Ostrobothnia, North Ostrobothnia and Lapland. The network in Lapland is mainly located in the countryside, while Caruna Espoo Oy operates in an urban environment in the cities of Espoo, Kauniainen, Kirkkonummi and Joensuu.

Caruna Oy and Caruna Espoo Oy are separate companies with separate pricing policies, because factors such as local network conditions affect the price of electricity distribution.

Up to 31 December 2017, the Group also comprised Caruna Networks Sähkönsiirto Oy and Caruna Networks Espoo Oy. Caruna Networks Oy owned both Caruna Networks Sähkönsiirto Oy and Caruna Networks Espoo Oy, which, in turn, owned both Caruna Oy and Caruna Espoo Oy. The company structure was streamlined at the end of 2017, and from 1 January 2018, Caruna Networks Espoo Oy and Caruna Networks Sähkönsiirto Oy were merged into Caruna Networks Oy.

Caruna’s governing bodies

Caruna Networks Oy’s decision-making bodies are the general meeting and the Board of Directors. The Board of Directors’ three committees, the Audit Committee, the Nomination and Remuneration Committee and the Health, Safety and Environment Committee, prepare the items debated by the Board and assist the Board in its decision making. The CEO is responsible for executive management. In decision making, the CEO is supported by Caruna’s Management Team.

Internal auditors help to ensure that the Group’s operations remain effective and appropriate. They report to the Board and Audit Committee.

General meeting

Caruna Networks Oy’s general meeting exercises the highest decision-making powers in the Group.

The general meeting’s decisions usually require a simple majority. Such decisions include approving the financial statements, paying dividends, discharging the Board of Directors and the CEO from liability, electing the Board of Directors and the auditors and making decisions regarding their remuneration.

In accordance with the Limited Liability Companies Act and the articles of association, the general meeting is convened by the Board of Directors.

Board of Directors

Caruna’s Board of Directors is responsible for the Group’s strategic development and for monitoring and steering the Group’s business operations and governance. In accordance with the Limited Liability Companies Act and the articles of association, the Board of Director is tasked with representing the Group and ensuring the oversight of accounting and financial management. The Board of Directors decides on Caruna’s values.

The Board has between one and ten ordinary members and two deputy members. The Annual General Meeting elects the members for a term which ends at the next Annual General Meeting.

The Board convenes according to an agreed schedule to discuss matters assigned to it. The Board has approved the rules of procedure for its activities.

The CEO, the CFO and the Head of Risk Management, who also acts as the Board’s secretary, regularly attend Board meetings. Other Management Team members and directors of the Group attend the meetings by invitation.

Committees of the Board of Directors

Committees under the Board are the Control Committee, Nomination and Reward Committee, and the Health, Safety and Environment Committee. The committees support the work of the Board by preparing and evaluating matters for decision by the Board.

Committee members are elected by the Board. Each committee must consist of three members. The members’ term of office ends at the conclusion of the next Annual General Meeting. All Board members have the right to attend committee meetings.

The committee’s chair regularly reports to the Board on the committee activities after each meeting. All Board members can access the committee meeting documents and agendas. The Board of Directors has approved the committees’ written rules of procedure. The rules are regularly reviewed and updated.

Audit Committee

The Audit Committee assists the Board of Directors in tasks related to financial reporting, risks and oversight. The Audit Committee oversees the financial reporting process and monitors the effectiveness of the Group’s internal auditing and risk management systems.

Caruna’s auditor, CEO, CFO and Head of Risk Management, who acts as the committee secretary, regularly attend the committee meetings. Other directors attend the meetings by invitation.

The Audit Committee approves the rules of procedure for the internal audit and the auditing plan. The committee also reviews the plan for the external auditing of the accounts and discusses the auditing plan, the Audit Reports and their effects.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee assists the Board of Directors in tasks related to the nominations and remuneration of the Group’s management.

The committee meetings are regularly attended by the CEO and the Head of Risk Management, who also acts as the committee secretary. The Head of HR attends the meetings by invitation.

Health, Safety and Environment Committee

The Health, Safety and Environment Committee assists the Board in decision making concerning the safety of operations, environmental issues and corporate responsibility. The committee approves the Group’s corporate responsibility programme and indicators.

The CEO, the Board member responsible for HSE matters, the HSE Manager and the Head of Risk Management, who also acts as the committee secretary, regularly attend the meetings.

Board of Directors and committees in 2017

Members of the Board of Directors

Until the Annual General Meeting of 13 March 2017, the Board members were Juha Laaksonen (Chair), Jouni Grönroos, Niall Mills, Ralph Berg, Alejandro Lopez Delgado and Tomas Pedraza and deputy members Gregor Kurth and Delphine Voeltzel.

The Board members elected at the Annual General Meeting of 13 March 2017 are Juha Laaksonen (Chair), Jouni Grönroos, Niall Mills, and new members Kenton Bradbury, John Guccione ja Gregor Kurth until the 2018 Annual General Meeting. Tomas Pedraza and Delphine Voeltzel were elected as deputy members.

The Board of Directors convened six times in 2017.

 

JUHA LAAKSONEN
b. 1952
Chairman of the Board
JUHA LAAKSONEN
b. 1952
Chairman of the Board

Degree:

  • Sc. (Economics)

Present positions:

  • Chairman of the Board since 2017 and Member of the Board since 2016, Technopolis Oyj
  • Member of the Board, Directors’ Institute of Finland (DIF), since 2016
  • Chairman of the Board, Alfred Kordelin Foundation, since 2014
  • Member and Vice-Chairman of the Board, Taaleritehdas Oyj, since 2013

Previous positions:

  • Chairman of the Board, the Association of Finnish Fine Arts Foundations, 2012–2017
  • Member of the Board and Chairman of the Audit Committee, Kemira Oyj, 2007–2017
  • Executive Vice President and CFO, Fortum Corporation, 2000–2012
  • Vice President, Mergers & Acquisitions, Fortum Oyj, 2000
  • Executive Vice President, Finance & Planning, Fortum Oil & Gas, 1999
  • Chief Financial Officer, Neste Oyj, 1998–1999
  • Corporate Controller, Neste Oyj, 1997–1998
  • Vice President, Finance & Strategy, Neste Chemicals, 1993–1996
  • Various managerial and expert positions, Neste Corporation, 1979–1992
  • Member of the Board, Sponda Oyj, 2013–2016
  • Chairman of the Board, The Fortum Art Foundation, 2006–2016
  • Chairman of the Board, Sato Oyj, 2007–2015
  • Member of the Supervisory Board, Kemijoki Oy, 2002–2013
  • Member of the Board, Teollisuuden Voima Oy, 2003–2010
  • Member of the Board, Neste Oil Oyj, 2005–2007
  • Member of the Supervisory Board, Tapiola Mutual Insurance Company, 2002–2007
  • Chairman of the Board, Fortum Pension Fund, 2001–2005
JOUNI GRÖNROOS
b. 1965
Member of the Board
JOUNI GRÖNROOS
b. 1965
Member of the Board

Degree: 

  • Sc. (Economics), Helsinki School of Economics

Present positions:

  • Deputy Chief Executive Officer and Chief Financial Officer, Fazer Group, since 2010
  • Chairman or Vice-Chairman of the Board in several subsidiaries of Fazer Group
  • Member of the Board, Hartwall Capital Oy, since 2018
  • Member of the Delegation, Helsinki Region Chamber of Commerce, since 2017
  • Member of the Food Sector, National Emergency Supply Agency, since 2017
  • Deputy Member of the National Auditing Board, Finnish Patent and Registration Office, since 2016
  • Deputy Member of the Board, East Office Oy, since 2013
  • Member of the Board, Finnish Coast Artillery Foundation, since 2002

Previous positions:

  • Member and Deputy Member of the State Auditing Board, Finland Chamber of Commerce
  • CFO, Rapala VMC Corporation and AvestaPolarit Oyj
  • Managerial positions in Outokumpu Oyj
  • Auditor, KPMG
NIALL MILLS
b. 1968
Member of the Board
NIALL MILLS
b. 1968
Member of the Board

Degree:

  • MBA, London Business School
  • Diploma in Company Direction, Institute of Directors
  • BEng (Hons) in Civil Engineering
  • Member of the Institution of Civil Engineers

Present positions:

  • Partner and Head of Infrastructure Asset Management, European Direct Infrastructure, First State Investments (FSI)

Previous positions:

  • Director positions at Anglian Water Group, Electricity North West, Regasificadora del Noroeste, Newham Hospital Healthcare Services, Caruna and Digita
  • Asset Director, Southern Water
  • Director of Projects, Novar Projects Limited
  • Project Director, Bechtel Limited
KENTON BRADBURY
b. 1970
Member of the Board
KENTON BRADBURY
b. 1970
Member of the Board

Degree:

  • First Class Honours degree in Engineering, Cambridge University
  • Attended a program for management development at Harvard
  • Member of the Institute of Engineering and Technology

Present positions:

  • Managing Director, Asset Management, OMERS Infrastructure

Previous positions:

  • Director, Infracapital, M&G Investments
  • SVP Infrastructure and Regulation, E.on, Germany
JOHN GUCCIONE
b. 1972
Member of the Board
JOHN GUCCIONE
b. 1972
Member of the Board

Degree:

  • BA, University of Toronto
  • B., Osgoode Hall, York University

Present positions:

Managing Director, Legal, OMERS Infrastructure

Previous positions:

  • Member of the energy and infrastructure group, Linklaters LLP
  • Member of the corporate group at Torys LLP
GREGOR KURTH
b. 1981
Member of the Board
GREGOR KURTH
b. 1981
Member of the Board

Degree:

  • Sc. (Finance and Accounting), Cass Business School, City University of London
  • Sc. (Economics), Maastricht University

Present positions:

  • Director, European Direct Infrastructure, First State Investments (FSI)
  • Member of the Advisory Board, Ferngas Group, since 2013
  • Member of the Board, Digita Oy, since 2012

Previous positions:

  • Investment Analyst, 3i Infrastructure
  • Analyst, Deutsche Bank
TOMAS PEDRAZA
b. 1977
Deputy Member of the Board
TOMAS PEDRAZA
b. 1977
Deputy Member of the Board

Degree:

  • Industrial Engineer, Universidad Pontificia de Comillas
  • MBA, IESE Business School, University of Navarra
  • MBA, Stephen M. Ross School of Business, University of Michigan
  • MBA, China Europe International Business School

Present positions:

  • Director, European Direct Infrastructure, First State Investments (FSI)

Previous positions:

  • Manager, Business Development, Union Fenosa S.A.
  • Operations Manager, Union Fenosa International
  • Deputy Area Manager, Union Fenosa Distribution
DELPHINE VOELTZEL
b. 1984
Debuty Member of the Board
DELPHINE VOELTZEL
b. 1984
Debuty Member of the Board

Degree:

  • Sc. (Finance), HEC School of Management

Present positions:

  • Associate Director, OMERS Infrastructure

Previous positions:

  • Mergers & Acquisitions Analyst, Rothschild

Audit Committee

Following the Annual General Meeting of 13 March 2017, Jouni Grönroos (Chair), Delphine Voeltzel and Gregor Kurth were elected to the Audit Committee. During the previous term, which ended at the Annual General Meeting, the committee members were Jouni Grönroos (Chair), Delphine Voeltzel and Tomas Pedraza.

The Audit Committee convened three times in 2017.

Nomination and Remuneration Committee

Following the Annual General Meeting of 13 March 2017, Juha Laaksonen (Chair), Niall Mills and John Guccione were elected to the Nomination and Remuneration Committee. During the previous term, which ended at the Annual General Meeting, the members were Juha Laaksonen (Chair), Niall Mills and Alejandro Lopez Delgado.

The Nomination and Remuneration Committee convened three times in 2017.

Health, Safety and Environment Committee

Following the Annual General Meeting of 13 March 2017, Niall Mills (Chair), Kenton Bradbury and Gregor Kurth were elected to the committee. During the previous term, which ended at the Annual General Meeting, the committee members were Niall Mills (Chair), Kenton Bradbury and Tomas Pedraza.

The Health, Safety and Environment Committee convened twice in 2017.

Management Team

The CEO has a management role under the Limited Liability Companies Act. The CEO chairs the Management Team. In accordance with the Limited Liability Companies Act and the instructions and orders given by the Board, the CEO is responsible for the Group’s executive management. Under the Limited Liability Companies Act, the CEO is responsible for ensuring that the company’s accounts are in compliance with the law and its financial affairs have been arranged in a reliable manner.

In 2017, Jyrki Tammivuori was appointed as the Group’s acting CEO until 30 April 2017. Tomi Yli-Kyyny was appointed as the Group’s CEO as of 1 May 2017.

The Management Team supports the CEO’s work. The Management Team assists the CEO in achieving strategic and sustainable business objectives in a manner decided by the Board, prepares the Group’s business plans and decides on investment and business arrangements that fall within its remit.

Financial performance and the outcomes of the corporate responsibility programme are monitored by monthly reporting and reviewed monthly by the Management Team. The Group’s operational management includes extended quarterly business monitoring meetings. The extended Management Team includes, in addition to the Management Team members, key persons appointed by the CEO, along with the elected representatives of Caruna’s employees and senior employees.

Each member of the Management Team is responsible for the operative implementation of the day-to-day business activities.

Members of the Management Team

In September 2017, Caruna reformed its organisation and the Management Team to better meet its strategy, which was updated in 2017. The key changes concerned the development and operation of Caruna’s electricity network, and its communications and public affairs management. Seeking to improve effectiveness, Caruna has fewer members in its Management Team.

The Asset Management and Network Operation units were combined to form a new Electricity Networks unit. CEO Tomi Yli-Kyyny has acted as the temporary head of unit. In December 2017, Kosti Rautiainen M.Sc (Tech.) was appointed as the head of unit and will take up his duties at Caruna in March 2018.

Tekir Oy’s Chairman of the Board Harri Saukkomaa has joined Caruna as Head of Communications and Public Affairs on a temporary and part-time basis. During his appointment, Mr Saukkomaa will contribute to the work of Caruna Management Team. In December 2017, Anne Pirilä M.Sc (Social Sciences) was appointed as Caruna’s Head of Communications and Public Affairs, commencing her duties on 5 February 2018.

 

Tomi Yli-Kyyny
M.Sc. (Engineering), b. 1962
CEO since 1 May 2017; acting Head of Electrical Network since 22 September 2017
Tomi Yli-Kyyny
M.Sc. (Engineering), b. 1962
CEO since 1 May 2017; acting Head of Electrical Network since 22 September 2017

Degree: M.Sc. (Engineering)

Experience: In addition to several years of experience from energy sector, 20 years of experience from insurance and banking.

Previous and other positions:

2015-               Member of the Board, Garantia Oy

2014-               Member of the Board, Barona Oy

2011-2017       CEO, Vapo

2005-2010       CEO, Pohjola Insurance

2005-2006       CEO, Pohjola Group Oyj

Jyrki Tammivuori
M.Sc. (Economics), b. 1971
CFO, Deputy to CEO; acting CEO until 30 April 2017
Jyrki Tammivuori
M.Sc. (Economics), b. 1971
CFO, Deputy to CEO; acting CEO until 30 April 2017

Degree: M.Sc. (Economics)

Experience: Over 20 years of experience in finance.

Previous positions:

2013-2014       Acting Chief Financial Officer, Stora Enso Oyj

2008-2014       Group Treasurer, Stora Enso Oyj

1999-2008       Several other finance positions at Stora Enso Oyj in Brussels, London and Helsinki

2012-2015       Member of the Board, Tornator Oyj

2010-2012       Deputy Member of the Board, Tornator Oyj

2009-2014       Non-executive Member of the Board, Thiele Kaolin Company, GA USA

Katriina Kalavainen
B.Sc. (Economics), b. 1970
Head of Customer Relations
Katriina Kalavainen
B.Sc. (Economics), b. 1970
Head of Customer Relations

Degree: B.Sc. (Economics)

Experience: 9 years in electricity distribution, 15 years in customer services.

Previous positions:

2008-2013       Head of Customer Data Management, Fortum Distribution
2008                Team Manager, Customer Service, Fortum Distribution
2006-2008       Customer Service Manager, private and small business customers, Elisa Oyj 2004-2005      Customer Service Manager, private customers, Elisa Oyj

Harri Pynnä
LL.M., b. 1956
Head of Company Development until 21 September 2017, Head of Governance, Compliance and Risks since
Harri Pynnä
LL.M., b. 1956
Head of Company Development until 21 September 2017, Head of Governance, Compliance and Risks since

Degree: Master of Laws

Experience: 20 years of experience in energy business.

Previous positions:

1998-2013       General Counsel, Fortum Corporation
1994-1998       Industrial Counsellor, Ministry of Trade and Industry
1982-1994       Legal Counsel and Senior Vice President, Corporate and Investment banking, Union Bank of Finland

TOMMI SAIKKONEN
M.Sc. (Economics), b. 1966
Head of HR
TOMMI SAIKKONEN
M.Sc. (Economics), b. 1966
Head of HR

Degree: M.Sc. (Economics)

Experience: 10 years of experience in electricity distribution, 25 years in HR

Previous positions:

2008-2013       VP Human Resources, Fortum Distribution
2000-2008       HR Manager/HR Director, Nokia Ltd
1997-2000       HR Consultant/HR Manager, ICL Data Ltd

Harri Saukkomaa
Journalist, b. 1957
Acting Head of Communications and Public Affairs since 22 September 2017
Harri Saukkomaa
Journalist, b. 1957
Acting Head of Communications and Public Affairs since 22 September 2017

Degree: Journalist, Sanoma School of Journalism

Experience: Over 40 years of experience in journalism and of different kinds of communications positions in various corporations.

Previous and other positions:

2017-               Member of the Board, Pop & Jazz Konservatorio

2015-               Member of the Board, Viestilehdet ry

2007-               Member of the Board, Ylioppilaslehden Kustannus Oy

2007-               Founder, Consultant and Executive Chairman of the Board, Tekir Ltd

JÖRGEN DAHLQVIST
B.Sc. (Engineering), b. 1966
Head of Network Operations and member of the Management Team until 21 September 2017, Network Operations Director since
JÖRGEN DAHLQVIST
B.Sc. (Engineering), b. 1966
Head of Network Operations and member of the Management Team until 21 September 2017, Network Operations Director since

Degree: B.Sc. (Engineering)

Experience: Over 20 years in electricity distribution.

Previous positions: 

2006-2013       Head of Network Operations, Fortum Distribution
2003-2005       Operation Manager, Fortum Distribution
2003                Network Service Manager, Fortum Distribution
1995-2002       Network Operations/Primary Substations Project Management,                                           ELNOVA/Uudenmaan Sähköverkko

RIIKKA HIRVISALO-OJA
M.Sc. (Economics), b. 1966
Head of Regulation and Revenue and member of the Management Team until 21 September 2017, Public Affairs Director since
RIIKKA HIRVISALO-OJA
M.Sc. (Economics), b. 1966
Head of Regulation and Revenue and member of the Management Team until 21 September 2017, Public Affairs Director since

Degree: M.Sc. (Economics)

Experience: 15 years in electricity distribution.

Previous positions:

2009-2013       Head of Customer Relations, Fortum Distribution
2007-2009       VP Purchasing and AMM, Fortum Distribution
2005-2007       Head of Measurements and Technical Customer Service, Fortum Distribution
2002-2005       Head of Technical Customer Service, Fortum Distribution

HEIKKI LINNANEN
M.Sc. (Engineering), b. 1971
Head of Projects and IT and member of the Management Team until 21 September 2017, IT Director since
HEIKKI LINNANEN
M.Sc. (Engineering), b. 1971
Head of Projects and IT and member of the Management Team until 21 September 2017, IT Director since

Degree: M.Sc. (Engineering)

Experience: 10 years in electricity distribution, 15 years in project and IT management.

Previous positions:

2013                Head of Projects, IT and Sustainability, Fortum Distribution
2008-2012       Project Manager, Smart Metering Project Finland, Fortum Distribution
2006-2008       Program Manager, Integration and Solution Sales, Nokia Siemens Networks
2005-2006       Portfolio Manager, Nokia Siemens Networks

Henna Tuominen
M.A. (Intercultural business communication), b. 1976
Head of Communications and member of the Management Team until 21 September 2017, Communications Director since
Henna Tuominen
M.A. (Intercultural business communication), b. 1976
Head of Communications and member of the Management Team until 21 September 2017, Communications Director since

Degree: M.A. (Intercultural Business Communication)

Experience: Over 15 years of experience in communications.

Previous positions:

2009-2014       Communications Manager, Elisa Oyj
2001-2009       Communications Consultant, PR and Reputation, Pohjoisranta

TIMO JUTILA
B.Sc. (Engineering), b. 1966
Head of Asset Management and member of the Management Team until 21 September 2017
TIMO JUTILA
B.Sc. (Engineering), b. 1966
Head of Asset Management and member of the Management Team until 21 September 2017

Degree: B.Sc. (Engineering)

Experience: 18 years in electricity distribution and 9 years in multiple positions in the electricity machines manufacturing industry.

Previous positions:

2013                Head of Local Network, Sweden and Finland, Fortum Distribution
2008-2012       Head of Customer Relations, Finland, Fortum Distribution
2008                Head of Technical Service (Customer Relations), Fortum Distribution
2004-2007       Head of Technical Service Finland, Fortum Customer Services

Remuneration of management, Board of Directors and committees

The remuneration paid to the members and deputy members of the Board of Directors and committees came to a total of EUR 178 thousand in 2017.

In 2017, the total earnings paid to Caruna’s acting CEO Jyrki Tammivuori and CEO Tomi Yli-Kyyny, who took up his duties in May 2017, came to EUR 424 thousand, consisting of a monthly salary, employee benefits and the long- and short-term performance-based management incentives. The salaries and remuneration received by other Management Team members in management positions amounted to EUR 1,558 thousand in 2017.