Composition and term of office
The members of the Board of Directors are elected at the AGM. The proposal for the composition of the Board is prepared by the major shareholders of the company. The AGM has not established a shareholders’ nomination board.
Composition of the Board of Directors and principles on diversity
When preparing the proposal for the composition of the Board of Directors, the major shareholders take account of the company’s business requirements and development as well as the strategy of the company. The main objective is to ensure that the composition of the Board supports the company’s business operations, strategy and customerorientated approach in an optimal manner. Diversity in the Board of Directors helps to ensure that this objective is achieved. The diversity of the Board is reviewed from different perspectives. The most important factors for the company are the directors’ mutually complementary know-how, education and experience in different fields and different geographic areas significant for the company’s business as well as their personal attributes. The diversity of the Board is promoted in particular by the gender and age diversity of the directors. Marimekko aims to have both genders equally represented in the Board, and to have directors with experience from different geographical areas. A director elected to the Board shall have the required competence for the position, and a sufficient amount of time for attending to the duties of the position. Also taken into account in the composition of the Board are the long-term objectives of the company as well as succession planning. There is no particular order governing the appointment of Board members. The progress in achieving the objectives is reviewed regularly.
In 2023, the Board of Directors consisted of 6 members of which 2 were women. All members of the Board of Directors have international work experience in geographic areas significant to the company’s business, such as the Finnish and Asian markets. The Board members’ diverse experiences in sectors such as fashion, clothing, technology, and retail sales complement each other. All members of the Board of Directors have a university degree, and one has obtained a doctorate. Degrees are in various fields with an emphasis on business studies. The ages of the Board members are divided between 31 and 59 years of age.
Members of the Board of Directors
Marimekko Corporation’s Annual General Meeting held on 13 April 2023 elected six members to the Board of Directors for a term beginning on 13 April 2023 and ending at the close of the 2023 Annual General Meeting. The Board of Directors currently consists of Carol Chen, Mika Ihamuotila, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula. The Board is chaired by Mika Ihamuotila and vice-chaired by Teemu Kangas-Kärki.
Marimekko announced on 2 November 2023 that Mikko-Heikki Inkeroinen, a member of Marimekko’s Board of Directors and Audit and Remuneration Committee, has been appointed as the company’s Chief Technology Officer (CTO) and member of the Management Group starting from 29 January 2024. Inkeroinen resigned from his position as a member of the Board of Directors and the Audit and Remuneration Committee of Marimekko on the same date, 29 January 2024.
The Board members are presented under Board of Directors.
Independence evaluation
The Board evaluates the independence of its members annually in accordance with the Finnish Corporate Governance Code recommendations. Among the members of Marimekko’s Board of Directors, Carol Chen, Mikko-Heikki Inkeroinen, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula are independent of the company and its significant shareholders.
Mika Ihamuotila is not independent of the company nor its significant shareholders (indirect shareholding through PowerBank Ventures Ltd, 12.5 percent of the shares and votes in the company). Mika Ihamuotila has acted as half-time Chair of Marimekko Corporation’s Board of Directors since 17 April 2019 pursuant to a separate service agreement governing his half-time Board of Directors chairship (from 11 April 2016 to 16 April 2019, he acted as fulltime Chair of the Board). The Audit and Remuneration Committee of the company handles and prepares matters related to the service agreement’s terms and Mika Ihamuotila’s remuneration. These roles as well as his previous position as the President and CEO of the company have been taken into account in the evaluation of Ihamuotila’s independence.
Description of the operations of the Board of Directors
The Finnish Companies Act sets the ground for the duties of the Board of Directors. According to the Act, the Board is responsible for the proper organization of the company’s administration and operations.The President and CEO is responsible for the day-to-day management of the company in accordance with the instructions and orders of the
Board of Directors.
The principal duties of Marimekko Corporation’s Board of Directors are defined in the written rules of procedure confirmed by the Board. The rules of procedure are reviewed and confirmed annually at the Board’s constitutive meeting, held following the AGM. The Board reviews all matters that are significant to or have long-term effects on Marimekko’s business operations.
According to the rules of procedure, the Board addresses matters such as the following
- approving the Group’s strategy and monitoring the implementation of the strategy
- approving operating plans and budgets and investments for the Group and the various areas of business
- approving interim reports, financial statements and consolidated financial statements, the report of the Board of Directors, corporate governance statement and remuneration report
- deciding on expanding and scaling back business operations
- deciding on mergers, acquisitions/divestitures and restructuring arrangements
- approving financial policy and contingent liabilities related to financing arrangements
- monitoring and assessing how related party transactions are part of the Group’s ordinary course of business and according to market terms
- approving the Group’s key management policies including the Group reporting, risk management and annual remuneration
- appointing the company’s President and CEO and the members of the Management Group and deciding on their remuneration
- setting annually personal goals for the President and CEO and assessing how they are achieved as well as approving the targets for the members of the Management Group and assessing how those are achieved
- reviewing and deciding on the remuneration and the terms of the executive service agreement of the Chair of the Board according to the proposal of the Audit and Remuneration Committee. The Chair does not participate in the decision-making regarding their compensation.
- approving corporate social responsibility principles for the Group and monitoring of corporate sustainability reporting
- successor policy.
In 2023, the Board focused, among other things, on the following subjects
- development of Marimekko’s strategy as well as confirming and following strategic objectives for the various business areas
- managing the growth strategies in market areas
- strengthening the production and procurement strategy
- approving the strategy for digitizing the value chain
- development of Marimekko’s sustainability strategy
- strategic development of the product portfolio
- following the design strategy
- developing customer loyalty
- reviewing and confirming operating plans and budgets
- reviewing Marimekko’s capital structure
- managing Marimekko’s investor relations strategy.
Meeting procedures and decision-making
In 2023, the Board of Directors held seven meetings. The Board members’ attendance rate at meetings was 93 percent. The Board evaluated its operations and working methods in 2023 through internal self-evaluation.
The company has ensured that all directors have received sufficient information on the company’s business operations, operating environment and financial position and that any new directors have been properly introduced to the operations of the company.
| Board of Directors (31 December 2023) |
Position | Board member since | Independent of the company and its significant shareholders |
Attendance |
| Mika Ihamuotila | Chair since 2015 | 2008 | No | 7/7 |
| Teemu Kangas-Kärki | Vice Chair since 2022 | 2022 | Yes | 7/7 |
| Carol Chen |
Member | 2021 | Yes | 5/7 |
| Mikko-Heikki Inkeroinen |
Member | 2015 | Yes | 6/7 |
| Tomoki Takebayashi |
Member | 2021 | Yes | 7/7 |
| Marianne Vikkula | Member | 2022 | Yes | 7/7 |
Committees
The Board of Directors elected by the AGM on 13 April 2023 appointed an Audit and Remuneration Committee from among its members. Teemu Kangas-Kärki was elected as Chair and Mikko-Heikki Inkeroinen and Marianne Vikkula as members of the Audit and Remuneration Committee.
The Board of Directors or the AGM has not established any other committees.
According to the rules of procedure confirmed by the Board of Directors, the Audit and Remuneration Committee handles and prepares matters related to the terms and remuneration of the company’s executive management as well as other tasks and supervision typically assigned to audit and remuneration committees. These include, for example, the following
- monitoring the reporting process of financial statements
- supervising the financial reporting process
- monitoring the efficiency of the company’s internal control and internal audit, if applicable, and risk management systems
- reviewing the description of the main features of the internal control and risk management systems pertaining to the financial reporting process, which is included in the company’s corporate governance statement
- monitoring the statutory audit of the financial statements and consolidated financial statements
- evaluating the independence of the statutory auditor or audit firm and especially the additional services offered to the company as well as preparing the proposal for resolution on the election of the auditor
- monitoring and assessing how related party transactions are part of the company’s ordinary
course of business and according to market terms - reviewing, overseeing and verifying outcomes of management compensation plans and programs.
The Chair of the Audit and Remuneration Committee approves a budget for travel and
entertainment expenses of the Chair of the Board and monitors the expenses.
In 2023, the Audit and Remuneration Committee held five meetings. The Committee members’ attendance rate at meetings was 100 percent.
| Audit and Remuneration Committee (31 December 2023) |
Position | Committee member since | Independent of the company and its significant shareholders |
Attendance |
| Teemu Kangas-Kärki | Chair since 2022 | 2022 | Yes |
5/5 |
| Mikko-Heikki Inkeroinen |
Member | 2017 | Yes |
5/5 |
| Marianne Vikkula | Member | 2022 | Yes |
5/5 |
Marimekko does not have a Supervisory Board.