8. Board of directors; composition and independence

Composition
According to the Articles of association, the company's Board of Directors shall have from 3 to 6 shareholder elected members for a period of up to two years as resolved by the General Meeting.

The chairman of the board is elected by the general meeting. Two board members acting jointly are authorised to sign on behalf of the company. The board may grant power of attorney. There is no corporate assembly in Kitron.

The board currently consists of five shareholder-elected members and three members elected by and among the employees.

The board’s composition shall ensure that it can effectively and proactively perform its supervisory and strategic functions. Furthermore, the board is composed to enable it to always act independently of special interests. The representation of shareholders was proposed by the nomination committee and unanimously resolved by the general meeting.

Election of the Board members
After the Annual General Meeting 25 April 2017 the board of directors consists of eight members and currently has the following composition:

  • Tuomo Lähdesmäki (Chairman), elected for the period 2016-2018
  • Gro Brækken (Vice chairman), elected for the period 2017-2018
  • Stefan Charette, elected for the period 2017-2018
  • Päivi Marttila, elected for the period 2017-2018
  • Espen Gundersen, elected for the period 2017-2018
  • Bjørn M. Gottschlich, elected by and among employees
  • Elisabeth Jacobsen, elected by and among employees
  • Tanja Rørheim, elected by and among employees

Independence
The Board’s composition shall ensure that it can effectively and proactively perform its supervisory and strategic functions. Furthermore, the board is composed to enable it to always act independently of special interests. The representation of shareholders was proposed by the Nomination Committee and unanimously resolved by the General Meeting.

All shareholder-elected directors are considered as independent of the management. The same applies in relation to important business relations and owners, except for Stefan Charette who is the controlling shareholder and CEO of Athanase Industrial Partners Ltd., which manages investment funds that are major shareholders of Kitron. Information about the board members is presented in the Annual Report and here: Presentation of Board of Directors.

Board members who own shares in Kitron
At 31 December 2016 Tuomo Lähdesmäki owned 100 000 shares, Päivi Marttila 60 000 shares, Gro Brækken 24 000 shares and Elisabeth Jacobsen 1 600 shares in Kitron. Stefan Charette who is the controlling shareholder and CEO of Athanase Industrial Partners Ltd., which manages investment funds that are major shareholders of Kitron. See presentation of board members for details.