BOARD OF DIRECTORS

The Board of Directors is responsible for managing and adequately arranging the operations of Incap Corporation. The Board of Directors is tasked with promoting the interests of the company and all its shareholders. In accordance with the Articles of Association, the Board of Directors consists of three to seven ordinary members.

When the number of Board members and the composition of the Board are decided, the diversity of the Board of Directors, the requirements set by the company’s operations and the present development stage of the company shall be taken into consideration with the target to ensure an efficient management of the Board’s tasks. A person to be elected to the Board shall have the qualifications required by the duties and the possibility to devote enough time to attending to the duties. To ensure the diversity of the Board of Directors, the Board of Directors will consider the age, gender, education, and experience of the candidates when preparing the proposal for the composition of the Board of Directors.

Considering the scope of the company’s operations, Incap does not have an administrative board, and the Board of Directors has not appointed any Committees. The duties of the Audit Committee are carried out by the Board of Directors in accordance with the rules of procedure adopted by it.

The duties of the Board of Directors include:

  • monitoring the financial statements reporting process;
  • monitoring the efficiency of internal control and risk management;
  • reviewing the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which is included in the company’s Report on Corporate Governance;
  • monitoring the statutory audit of the financial statements and the consolidated financial statements, and preparing the selection of auditor;
  • evaluating the independence of the statutory auditor or auditing firm, particularly the provision of related services to the company
  • reviewing other operative matters that are significant or risk-containing to the company and monitors the financial position of the company
  • evaluating the use of alternative key figures and their principles, if applicable
  • defining the principles regarding related-party transactions
  • reviewing the disclosure of non-financial information in the annual report

The most important tasks of the Board of Directors are:

  • determining the Group’s strategic objectives;
  • determining the Group structure and organisation;
  • reviewing and approving interim reports, half-year reports, business reviews, financial statements releases, consolidated financial statements and the reports of the Board of Directors;
  • approving the Group’s operating plan, budget and investment plan;
  • deciding on mergers and acquisitions, divestments and other corporate restructuring;
  • deciding on individual investments of strategic and financial importance and contingent liabilities in accordance with the Group’s approval guidelines;
  • approving financing agreements and contractual risks that are above average;
  • confirming the Group’s risk management and reporting procedures;
  • approving the Group’s financing policy;
  • confirming the framework of the Management Team’s terms of employment and pay;
  • deciding on the Group’s performance bonus system;
  • appointing the President and CEO and deciding on his or her compensation;
  • ensuring the company’s management system is functional.
incap ville vuori

VILLE VUORI

Chairman of the Board

B.Sc. (Eng.), eMBA, born 1973

A non-executive director, who is independent of the company´s major shareholders. Board member as from 17 April 2018 and chairman of the Board as from 15 April 2019.

CEO of Kemppi Oy. Ville Vuori has acted as President and CEO of Incap Group during 2014-2017. Before that he worked at Kumera Drives Oy and Skyhow Ltd. as Managing Director and at ABB Group in several managerial positions.

Incap shares (direct ownership and holding of interest parties): –
Options: –

JULIANNA BORSOS

D.SC. (Econ), born 1971

KKT, s. 1971

Dr. Julianna Borsos has more than 25 years of experience in the finance industry, and she is a seasoned investor as well as Board professional.

She is the founder and CEO of Bocap, the leading and largest Finnish growth private equity fund established in 2012. Prior to that, from 1997 to 2009, she held several financial advisory positions, and senior executive positions in leading Nordic investment banks (such as, among others, Mandatum Investment Bank, and the former Nordea (Merita)).

Borsos has vast and solid experience in financing, international M&As, IPOs, corporate governance, and technology companies.

She has previously been Board member in several listed companies, including the electronic industry PCB manufacturer Aspocomp Oyj, EAB group (now part of EVLI) and Administer Oyj.

She is also a Finnish representative at the EU Commission’s EIC Funds Allocation Jury and Hypo Bank’s Council Member (03/2022 – 03/2023).

Incap shares (direct ownership and holding of interest parties): –
Options: –

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CARL-GUSTAF VON TROIL

B.Sc. (Eng.), born 1954

A non-executive director, who is independent of the company and its major shareholders. Board member as from 31 March 2015. Chairman of the Board 17 April 2018 – 15 April 2019.

Carl-Gustaf von Troil is a member of the Board at United Bankers and acts as a partner and asset manager at UB Wealth management. He has acted as Managing Director and Board member in several companies in banking, investment and property businesses. He is a member of the board at Oy Kontino Ab and in several companies in the United Bankers Group.

Incap shares (direct ownership and holding of interest parties): 270,690 pcs
Options: –

Kaisa Kokkonen

KAISA KOKKONEN

M. Sc. (Econ.), HT-auditor, CBM born 1962

A non-executive director, who is independent of the company and its major shareholders. Board member as from 20 April 2020.

Kaisa Kokkonen is a finance professional and founder of Akeba Oy established in 2011. Earlier, she has worked as e.g. CFO at Talentum Oyj and Director of Finance at Hackman Oyj. She has extensive experience in financial management, corporate governance as well as mergers and acquisitions. She is also a member of the Board of The Finnish Business School Graduates.

Incap shares (direct ownership and holding of interest parties): 7,500 pcs
Options: –

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