The Shareholders’ Nomination Committee is established by the general meeting of MuniFin. The task of the Shareholders’ Nomination Committee is to annually prepare the following proposals for the general meeting:
- Proposal for the number of board members: According to the Articles of Association, the board consists of at least 5 and at most 9 members.
- Proposal for the remuneration of board members, the chairperson, the vice-chairperson, the members and chairpersons of the board committees.
- Proposal for the persons to be elected as board members: The composition proposal must take into account the regulatory requirements regarding the skills and suitability of the individuals, the business model of the company, gender equality and other factors that promote board diversity, the availability of time for the individuals, and language skills.
Additionally, the task of the Nomination Committee is to prepare a proposal for the chairperson and vice-chairperson of the board for the board to elect among themselves. According to the Articles of Association, the board elects the chairperson and vice-chairperson from among themselves.
The shareholders represented in the Nomination Committee do not have the right to board representation, but through the work of the Nomination Committee, the significant shareholders can influence the proposal for the composition of the board made to the general meeting.
The Nomination Committee consists of five members. The representation of municipalities in the Nomination Committee is strong:
- Three members are appointed by the three largest shareholders according to the share register, each appointing one. The three largest shareholders with the current ownership structure are Keva, the Republic of Finland, and the City of Helsinki.
- The fourth member is appointed by The Association of Finnish Cities and Municipalities.
- The fifth member is appointed jointly by the next five largest shareholders after the three largest shareholders (with the current ownership structure, these are the cities of Espoo, Vantaa, Tampere, Oulu, and Turku).
The right to appoint members is determined based on the total ownership of the municipal or city group. The appointed individuals must not be employed by the company. The chairperson of the Nomination Committee is the representative appointed by the largest shareholder.
The chairperson of the board participates in the meetings of the committee as an expert and prepares the meetings of the committee together with the secretary of the Nomination Committee in support of the chairperson of the committee. The chairperson of the board does not participate in the handling of matters concerning themselves in the committee.
The committee also consults the CEO of MuniFin or other experts on the company’s business / environmental development as needed.
The following individuals have been appointed as members of the Shareholders’ Nomination Committee:
- Jaakko Kiander, chairperson (CEO, Keva)
- Timo Reina (Deputy CEO, The Association of Finnish Cities and Municipalities)
- Jukka-Pekka Ujula (City Manager, City of Helsinki)
- Maija Strandberg (Director General of the Ownership Steering Department, Prime Minister’s Office)
- Maria Jyrkkä (Financial Planning Director (acting), Director, Corporate Governance, City of Espoo)
The members of the Shareholders’ Nomination Committee are not paid any remuneration.
The Rules of Procedure (available in Finnish) confirmed by the Nomination Committee guides the committee’s work, and it is based on the decision of the general meeting on the tasks of the Nomination Committee and the requirements of regulations and supervisory guidelines for credit institutions.
The Nomination Committee prepares its proposals for each annual general meeting. The work for each general meeting usually begins in the summer of the previous year. The process for assessing the suitability of new members is lengthy because it requires a decision by the European Central Bank. The processing time by the ECB is approximately 3–4 months. Once the suitability of the new member candidates has been sufficiently assessed, the committee prepares the final proposals for the general meeting, which are submitted to the company to be included in the notice of the general meeting.
According to the decision of the general meeting, the board as a whole must represent the following key areas of expertise and experience:
- Knowledge and practical experience of international financial markets
- Knowledge of lending
- Understanding of the risks associated with the financial sector
- Knowledge of municipal finance and the operations and models of municipal communities
- Knowledge of social housing production
- Experience in corporate governance
In accordance with the regulations for credit institutions concerning MuniFin, the suitability of an individual for the board is assessed based on the following criteria:
- The person must be generally suitable, meaning they must be legally competent and must not have any convictions, sanctions, or ongoing investigations that could jeopardize their suitability.
- The person must be of good repute.
- The majority of board members must be independent of the company and its significant shareholders.
- Board members must not have conflicts of interest that significantly hinder their work.
- Board members must have sufficient time to dedicate to their tasks.
- Board members must have adequate professional skills and experience.
In addition, the composition of the board must take into account the sufficient diversity of the board and the objectives set by the committee.
The Nomination Committee aims to ensure that its proposal for the composition of the board of MuniFin is the best for advancing the interests of the company and all its shareholders. The operating environment is constantly changing, and this significantly affects what needs to be emphasized in the composition of the board at any given time.
In its work, the Nomination Committee assesses new proposed individuals according to the criteria described above through both written documentation and interviews. These criteria are detailed in the committee’s Rules of Procedure, legislation, and supervisory guidelines. This assessment also aims to ensure the motivation and overall suitability of the individuals for the board’s composition. The board is a collective decision-making body whose task is to clearly guide MuniFin in the best interest of the company and all its shareholders, working in good cooperation. Board members are always expected to have the ability for independent thinking and to challenge the management.