THE BOARD OF DIRECTORS AND BOARD COMMITTEES
The Company's Board of Directors consists of a minimum of five and a maximum of eight members.
The Board has a quorum when at least half of its members are present.
The Annual General Meeting elects the Board members and decides on their number.
Board members must provide the Board with sufficient information to assess their competence and independence and must notify any changes in this information.
The term of office of Board members shall end at the Annual General Meeting that follows the one at which they were elected. The Board currently has seven members, none of whom are full-time.
The Board of Directors selects a Chairman and Vice Chairman from among its members for a term of one year.
A person elected as a Board member must have the qualifications required to discharge his/her duties and the possibility to devote sufficient time to the work. The majority of Board members must be independent of the Company. In addition, at least two of the Board members representing this majority must be independent of the Company's major shareholders.
To the best of the Company's knowledge, the majority of four members of the Board of Directors elected at the Annual General Meeting of March 18, 2008 are independent of the Company and also independent of the major shareholders of the Company: Magnus Bargum, Markus Fogelholm, Kaj Hedvall and Kari Sainio.
The Managing Director, who is not a Board member, regularly represents the Company's operating management at Board meetings. The Managing Director also functions as the Board's secretary.
The Board of Directors is responsible for supervising the management and the proper organization of the Company's operations. The Board supervises and instructs Company's operating management, appoints and dismisses the Managing Director, approves the Company's strategic goals and risk management principles and ensures the proper operation of the management system. The Board also approves the guidelines for governing financial risks. The Board's duty is to promote the interests of the Company and all its shareholders. The Board's members do not represent the interests of parties who have proposed their election as Board members.
In addition to the duties specified by law and the Articles of Association, the Board of Directors approves the Company's operating plans and budget, and decides on major single investments, corporate and real estate acquisitions, and other strategically significant undertakings.
The company is required to provide The Board members with the necessary information on the Company's operations. Such information concerns the Company's structure, business and markets. New Board members must be familiarized with the Company's operations.
The Board of Directors has a written charter for its work.
In 2007 there were ten Board meetings, which were attended by 84% of the Board members on average.
The Board evaluates its performance annually by an internal self-evaluation.
Board Committees
The Board of Directors did not form any committees at its 18 March 2008 organisational meeting, as the Board of Directors meets frequently enough to address all other corporate governance matters at its regular meetings. The company's auditor has been invited to two meetings of the Board of Directors each year.
Board of Directors
Chairman
Susanna Renlund, Helsinki
Born 1958
M.Sc. (Agr.)
- Vice Chairman of Oy Julius Tallberg Ab
- Board member of Ramirent Plc
- Board memberships in several Finnish companies
- On Julius Tallberg Real Estate Corporation's Board of Directors since 1997, Vice Chairman 2005-2006, Chairman from 2006
- Direct ownership interest in Julius Tallberg Real Estate Corporation on 31 December 2007: 426,936 shares
- Susanna Renlund's key duties have consisted of the general management of a number of real estate properties and the fi nancial management of the Institute for Bio-Immunotherapy Helsinki Ltd since 1994.
Vice Chairman
Thomas Tallberg, Helsinki
Born 1934
MD
- Chairman of the Board of Oy Julius Tallberg Ab
- Board memberships in several foundations
- Vice Chairman of Julius Tallberg Real Estate Corporation from 1987 to 1997, Chairman from 1998 to 2005, and Vice Chairman from 2006
- Direct ownership interest in Julius Tallberg Real Estate Corporation on 31 December 2007: 1,505,892 shares
- Thomas Tallberg has worked at Helsinki University Hospital as Docent of Immunologysince 1967 and as Specialist in Immunology from 1971 to 1997, and has been directing theInstitute for Bio-Immunotherapy Helsinki Ltd since 1994.
Board Members
Magnus Bargum, Helsinki
Born 1947
M.Sc. (Econ.)
- Managing Director of Algol Oy since 1985 and member of its Board of Directors since 1976
- Vice Chairman of Paulig Ltd
- Board member of Julius Tallberg Real Estate Corporation since 2005
- No direct ownership of any Julius Tallberg Real Estate Corporation shares
- Member of the Supervisory Board of Finnish Fair Corporation
- Board member of the Confederation of Finnish Industries since 2005
- Chairman of the Federation of Finnish Commerce since 2007
- Board memberships in several foundations and trusts.
Markus Fogelholm, Espoo
Born 1946
MSc. (Politics)
- Board member of Julius Tallberg Real Estate Corporation since 2008
- No direct ownership of any Julius Tallberg Real Estate Corporation shares
- International Monetary Fund (IMF), vice member of the Board, 1987-1989
- International Monetary Fund (IMF), member of the Board, 1987-1989 (Representative of the Nordic countries)
- Bank of Finland, Director of the Market Operations Department, 1991-2001
- The Finnish Bankers´Association, Managing Director, 2001-2006
- Positions of Thrust: Handelsbanken Finland, Member of the Board since 2007, Finnvera, Member of the Supervisory Board, 2002-2007, Valtiokonttori, Member of the Advisory Board, 2004-2007, The Savings Protection Fund, member of the Board 2001-2007.
Kaj Hedvall, Helsinki
Born 1960
PhD (Econ.), M.Sc. (Eng.)
- Business Development Director, Senate Properties
- Board member of Finnish investment trust and foundation
- Board member of Julius Tallberg Real Estate Corporation since 2005
- No direct ownership of any Julius Tallberg Real Estate Corporation shares
- From 1984 to 1998 Kaj Hedvall held teaching and research positions at the Department of Finance and Statistics of the Swedish School of Economics and Business Administration in Helsinki. From 1998 to 2002 he served as Development Director for the Finnish Association of Building Owners and Construction Clients. Since 2002 Kaj Hedvall has been a Director and member of the executive group of Senate Properties in charge of business development.
Kari Sainio, Espoo
Born in 1959
M.Sc.(Econ.), M.Sc.(Eng.)
- Managing Director of Hadrianus Development Ltd since 2004
- Managing Director of Kiinteistökomppania Oy, 2005-2008
- Managing Director of K. Trading UAB (Lithuania) since 2006
- Board member of Julius Tallberg Real Estate Corporation since 2007
- No direct ownership of any Julius Tallberg Real Estate Corporation shares
- Between 1987 and 1994, he was mainly responsible for the international construction contracting and property development business lines in Polar Construction Ltd, living abroad for several years in USA and Latvia. During 1994-1998, he was responsible for the Baltic and Polish contracting and property development business of Lemcon Ltd. From 1998 to 2004 he acted as Export Director for Lemminkäinen Corporation's Paving Division (Nordic countries, Baltic countries, IVY, Poland and Zambia).
Martin Tallberg, Helsinki
Born 1963
M.Sc. (Econ.)
- Managing Director of Oy Julius Tallberg Ab
- Board memberships in several Finnish companies
- Board member of Julius Tallberg Real Estate Corporation since 1991
- Direct ownership interest in Julius Tallberg Real Estate Corporation on 31 December 2007: 916,044 shares
- Martin Tallberg worked briefly at SKV as Real Estate Specialist in 1989 and 1990, after which he served as Management Assistant at Oy Julius Tallberg Ab, where his responsibilities included the leasing and sale of properties as well as general administrative and business development duties
- Since 1995 he has been the Managing Director of Oy Julius Tallberg Ab.
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