Finnpilot vuosiraportti 2020

CORPORATE GOVERNANCE

PRINCIPLES OF CORPORATE GOVERNANCE

The governance of State-owned companies is regulated by the State Holdings and Ownership Steering Act. The governance of Finnpilot is based on the Limited Liability Companies Act, and the company’s operations are regulated by the Pilotage Act and Pilotage Decree.

Finnpilot’s principles of corporate governance are defined in the Corporate Governance Guidelines. The Guidelines reflect the general norms of corporate governance, the Corporate Governance Code of the Securities Market Association, the Agenda for Improving the Corporate Governance of Unlisted Companies published by the Finland Chamber of Commerce and the ownership steering guidelines of the Prime Minister’s Office.

The owner exercises its power of decision at annual general meetings. The annual general meeting decides on issues that are relevant by virtue of the Limited Liability Companies Act. The annual general meeting elects the chair and other members of the Board of Directors. The related parties of Finnpilot include its subsidiary, the company’s Board of Directors, the CEO and the Executive Committee. Finnpilot does not conduct business activities that depart from normal commercial conditions with any of its related parties.

Finnpilot owns 60% of Ice Advisors Ltd, which provides maritime operators with ice navigation services.

Remuneration system and profit bonuses

Finnpilot’s personnel are covered by the company’s profit bonus system. The profit bonus item is primarily determined on the basis of the company’s profit in accordance with the Act on Personnel Funds (Henkilöstörahastolaki 934/2010) and transferred to the personnel fund. The threshold condition for the payment of the profit bonus is that the company has achieved its set profit, safety and service level objectives. The achievement rate concerning the profit objective determines the amount of the profit bonus.

The profit bonus system for the management complies with the policy put forth by the Ministerial Committee on Economic Policy. All unit directors and the CEO fall within the scope of the system. The threshold conditions for the payment of the bonus are the same as those for the profit bonus system of the personnel. In addition to the general objectives, the amount of the profit bonus of the management is reliant on, among other things, the international price comparison of pilotage fees, the development of personnel satisfaction and the achievement of the personal goals set for the unit directors. The threshold conditions of the profit bonus systems are confirmed by the Board of Directors of Finnpilot and they are valid for one year at a time.

No profit bonus provision was recognised in the financial statements, because the company did not achieve the profit target required as the threshold for payment. From 2019, a total of EUR 186,000 was paid as profit bonuses in 2020.

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BOARD OF DIRECTORS

The Board of Directors oversees the administration of the company and the appropriate arrangement of the company’s activities. In addition, the Board of Directors guides and supervises the company’s activities, elects the CEO and top management, supervises the management and issues decisions on key matters in terms of the company’s business activities.

The annual general meeting elects the chair and other members of the Board of Directors. The members of the Board shall have expertise in Finnpilot’s field of activities, management or business economics, and they shall be independent in the manner required with regards to competition.

The Board of Directors has established personnel and audit committees to support its activities. The members of the committees are listed in the annual review of the Board of Directors. The Chair of the Board of Directors is the immediate supervisor of the CEO.

The Board of Directors and committees convened nine times during 2020. Meetings held in March or later were conducted as online meetings due to the corona pandemic. The average attendance rate at the Board meetings was 96.3 per cent.

Seija Turunen

CHAIR OF THE BOARD OF DIRECTORS
b. 1953, M.Sc. (Economics and Business Administration), administrative professional

  • Board member since 2015
  • Finnlines Plc, Deputy CEO, CFO 2007–2013
  • Finnsteve Companies (part of the Finnlines Group), Managing Director 2010–2013
  • Finnlines Plc, Chief Financial Officer 1992–2007
  • Traffic Management Finland Ltd, Chairman of the Board of Directors
  • Elisa Plc, Board member
  • Pihlajalinna Plc, Board member

Markus Katara

MEMBER OF THE BOARD
b. 1982, M.Sc. (Econ.), LL.M.

  • Board member since 2018
  • Government Ownership Steering Department, Ministerial Adviser 2018–
  • Castrén & Snellman Attorneys Ltd, Associate Lawyer, 2014–2015, 2016–2018
  • Ministry of Economic Affairs and Employment, Senior Specialist, 2015–2016
  • Outokumpu Plc, specialist and administrative duties 2008–2014
  • Gasonia Ltd, Chairman of the Board of Directors
  • Kemijoki Ltd, Board member

Tuula-Riitta Markkanen

MEMBER OF THE BOARD
b. 1958, Ph.D., International Business and Strategy, M.A. (Marketing)

  • Board member since 2017
  • Krita Corporate Identity Ltd, Senior partner; organisational transformation and change management, adviser and interim director
  • Tapio Group, Board member

Petri Peltonen

MEMBER OF THE BOARD
b. 1962, Licentiate of Science (Technology)

  • Board member since 2018
  • Ministry of Economic Affairs and Employment, Under-Secretary of State, 2016–
  • Ministry of Economic Affairs and Employment, Director General, 2008–2016
  • Ministry of Trade and Industry, Director General, 2007
  • Tekes, Executive Director, 1999–2006
  • Business Finland, Board of Directors, Vice-Chair
  • Finnish Climate Fund, Vice Chairman of the Board of Directors
  • Finnish Innovation Fund Sitra, Board member

Hilppa Rautpalo

MEMBER OF THE BOARD
b. 1974, LL.M. trained on the bench

  • Board member since 2020
  • Lassila & Tikanoja, Director of Human Resources 2020–
  • Arctia Ltd, Senior Vice President for Human Resources and Legal Affairs 2018-2019
  • Unisport-Saltex Group, General Counsel and SVP for HR 2017-2018
  • Ekokem Ltd, General Counsel and SVP for HR 2013-2017
  • Metsä Group, Group Legal Counsel 2000-2007

Kaj Hahtonen

PERSONNEL REPRESENTATIVE
b. 1975, Pilot, Baltic Sea Pilot, Bachelor of Marine Technology (Master Mariner)

  • Board member since 2019
  • State Pilotage Enterprise Finnpilot/Finnpilot Pilotage Ltd, Pilot 2007–
  • Neste Ltd / Fortum Oil & Gas Ltd / Neste Shipping Ltd / Aker Yards Ltd: various duties at sea (primarily deck officer), 1996–2007
  • Finnpilot Pilotage Ltd, safety representative 2012–
  • Finnish Maritime Pilots’ Association, Board member and Vice-Chairman 2010
  • Netplaza Ltd, Board member 2009–2014
  • Suomen Laajakaistapalvelu Ltd, Board member 2008–2009

Aki Saartia

DEPUTY PERSONNEL REPRESENTATIVE
b. 1975, Pilot Boat Operator

  • Board member since 2017
  • Finnpilot Pilotage Ltd, Pilot boat operator 2011–
  • Finnish State Pilotage Enterprise Finnpilot, Pilot boat operator 2006–2010

     

EXECUTIVE COMMITTEE

The Executive Committee bears responsibility for the impacts of our company’s activities on society, the environment and our stakeholders.

The CEO reports on the activities of the company to the Board of Directors and is responsible for achieving the objectives set for the business activities in accordance with the principles set by the Board of Directors. The Executive Committee assists the CEO in the implementation of operational tasks.

The members of Finnpilot’s Executive Committee include the Human Resources Director and Leading Legal Counsel, the Transport Director, the Pilotage Director and the Financial Director. The Communications Manager participates in the work of the Executive Committee. The Executive Committee convenes every two weeks.

Finnpilot’s Executive Committee: Aki Marjasvaara, Kati Virtanen, Kari Kosonen, Sanna Sonninen and Timo Siren

Kari Kosonen

CHIEF EXECUTIVE OFFICER (CEO)
b. 1965, M.Sc. (Technology), Master Mariner

  • Executive Committee member since 2010
  • Finnpilot Pilotage Ltd, CEO 2017–
  • Finnpilot Pilotage Ltd, Pilotage Director 2011–2017
  • Finnish State Pilotage Enterprise Finnpilot, Pilotage Director 2010
  • Finnish Maritime Administration, Manager of VTS Centre, Senior Inspector, Division Manager, Deputy Director 1996–2010
  • Various duties at sea (primarily deck officer) 1987–1996
  • Ice Advisors Ltd, CEO 2014–2017
  • Ice Advisors Ltd, Chairman of the Board 2017–

Aki Marjasvaara

TRANSPORT DIRECTOR
b. 1978, Master of Engineering (Industrial Management), Master Mariner

  • Executive Committee member since 2014
  • Finnpilot Pilotage Ltd, Unit Director, Transportation 2014–
  • Port of Loviisa, Harbour Master 2008–2014
  • Port of HaminaKotka Ltd, Safety Inspector 2004–2005
  • Third, Second and First mate at sea 2003 and 2005–2007

Timo Siren

FINANCIAL DIRECTOR
b. 1966 M.Sc. (Economics and Business Administration)

  • Executive Committee member since 2012
  • Finnpilot Pilotage Ltd, Unit Director, Economy 2011–
  • Finnish State Pilotage Enterprise Finnpilot, Business Controller 2010
  • Tyco Electronics Finland Ltd, Nordic Finance Manager 1996–2010
  • Haka Autorent Ltd, Head of Administration 1993–1994
  • Ice Advisors Ltd, Board member

Sanna Sonninen

PILOTAGE DIRECTOR
b. 1970, M.Sc. (Technology), Master Mariner

  • Executive Committee member since 2017
  • Finnpilot Pilotage Ltd, Unit Director, Pilotage 2017–
  • Finnish Transport Safety Agency (Trafi), Head of Department, Director 2010–2017
  • Finnish Maritime Administration, Director, Development Manager, Senior Officer 2007–2009
  • VTT, Research Scientist 2001–2007
  • VTS Centre, Operator 2001
  • Neste Shipping, Finnlines, different duties at sea (primarily deck officer) 1990–2000
  • Ice Advisors Ltd, CEO 2017–

Kati Virtanen

HUMAN RESOURCES DIRECTOR AND LEADING LEGAL COUNSEL
b. 1967, LL.M. trained on the bench, LL.Lic

  • Executive Committee member since 2012
  • Finnpilot Pilotage Ltd, Unit Director, Human Resources Director and Leading Legal Counsel 2016–, Personnel Director 2012–2015
  • Association of Finnish Lawyers, Lawyer, Negotiation Manager 2003–2012
  • Academic Engineers and Architects in Finland TEK, Ombudsman 2000–2003
  • Trade union KTV (merged into the Trade Union for the Public and Welfare Sectors JHL), Lawyer 1998–2000
  • District Court of Lappeenranta, Notary 1997

PRINCIPLES OF REPORTING

Finnpilot’s annual report for 2020 includes a summary of the company’s business activities and advancement of its strategy in 2020, a description of the company’s corporate governance, a separate responsibility report as well as the annual review of the Board of Directors and the confirmed financial statements.

Our key figures reflect the shared mandatory key figures for all State-owned companies that are obligated to report. Supplementary and optional key figures and descriptions have been appended to the extent that such information is material in terms of the company’s activities. The report and related tables include comparative information from earlier years, if such figures were available via accounting. The key financial figures have been calculated in the manner specified by Finland’s Accounting Act (1336/1997). The key personnel figures have been calculated in the manner specified by the Accounting Act and in compliance with the Global Reporting Initiative (GRI) to the extent required by the decision-in-principle issued by the Finnish Government. The reporting on the tax footprint complies with the country-specific tax reporting guidelines for companies in which the State is a majority shareholder.

Our Corporate Responsibility Report contains information on the impacts of our activities on people, the environment and society. The Core level of the GRI standards has been used as the guideline for our responsibility reporting. The requirements for the CSR reporting of state-owned companies have also been taken into consideration. The Corporate Responsibility Report has not been confirmed by an independent third party. All figures presented in the report are based on the audited financial statements of the company.

This report concerns the year 2020 and Finnpilot Pilotage Ltd. The figures for Ice Advisors Ltd, the subsidiary owned jointly by Finnpilot and Arctia Ltd, are not included in this report.