Board of Directors

The Board of Directors of Basware Corporation is responsible for the Company’s management and the appropriate arrangement of its operations. The Board supervises the Company’s operations and management and decides on significant matters concerning the Company strategy, organization, financing and investments. The essential duties and responsibilities of the Board are defined primarily by the Articles of Association and the Finnish Companies Act. The Board annually ratifies a working order that specifies the meeting procedure of the Board of Directors and its tasks.

In 2011, Basware's Board of Directors had six members: Hannu Vaajoensuu (Chair), Matti Copeland (resigned on January 24, 2011), Pentti Heikkinen, Sakari Perttunen (Vice Chair), Eeva Sipilä, and Ilkka Toivola. The Board of Directors convened 18 times and the attendance rate was 96.7%.

In accordance with the working order, the tasks of the Board of Directors are to

  • assume responsibility for tasks specified as obligatory for the company's Board of Directors by the Finnish Companies Act, the Articles of Association or elsewhere 
  • approve the company's strategy and objectives 
  • approve the company values and ethical principles
  • approve the company's management system and organizational structure
  • approve the operating plan and essential changes to it 
  • approve the company's internal control and risk management policies and enforce them
  • approve the interim reports, financial statements and annual report 
  • assume responsibility for communications related to financial market outlook
  • approve the company's financing policy 
  • assume responsibility for the development of the company's market value and specify the company's dividend policy 
  • approve company and business acquisitions and divestments and significant individual investments and contingent liabilities
  • approve the company's incentive system and policy 
  • appoint and discharge the company's top management and decide on their terms of employment and remuneration 
  • decide on appointing a deputy for the CEO
  • decide on the founding of subsidiaries 
  • assume responsibility for the development of the company's Corporate Governance 
  • review the operation of the Board of Directors annually 
  • review the CEO's operation and provide feedback


In accordance with the Articles of Association, the Basware Board of Directors has a minimum of four and a maximum of eight regular members. The Board members are elected by the Annual General Meeting for one term of office at a time. The term of office begins at the end of the General Meeting that elected the Board and expires at the end of the first Annual General Meeting of Shareholders following the election. The Articles of Association place no restrictions on the power of the General Meeting to elect members for the Board of Directors. The Board of Directors elects a Chair and a Vice Chair from among its members, and the Board of Directors is deemed to have a quorum present when half of its members are present.

In addition to matters to be resolved, the Board of Directors is given real-time information on the operation, financial standing and risks of the group in the meetings.

The Board of Directors convenes once monthly according to an agreed schedule, in addition to which the Board of Directors convenes when necessary. Minutes are kept for all meetings.

The Annual General Meeting decided on February 17, 2011 that the remuneration for the members of the Board of Directors will be paid as follows: members EUR 27,500 per annum, vice chairman EUR 32,000 per annum and chairman EUR 55,000 per annum. In addition each member shall receive EUR 340 per attended meeting. Out of the annual remuneration to be paid to the Board members, 40 per cent of total gross compensation amount will be used to purchase Basware Corporation's shares in public trading through NASDAQ OMX Helsinki Ltd. However, this only concerns Board members whose ownership of Basware Corporation is less than 5.000 shares.  The purchase of shares will take place as soon as possible after the Annual General Meeting. Shares received as remuneration may not be sold or otherwise transferred during a period of two years. The restriction does not apply after a person is no longer a member of the Board of Directors

Members of the Board of Directors 2011

Hannu Vaajoensuu
Born 1961, MSc (Econ)
Member of the Board since 1990,
Chairman of the Board 2005–

Key working experience: Basware Corporation: CEO 1999–2004,
Executive Director 1990–1999, consulting positions in the company 1987–1990

Key positions of trust:
Chairman of the Board: Efecte Oy, Profit Software Oy
Deputy Chairman of the Board: Comptel Oyj
Member of the Board: Biocomputing Platforms Ltd Oyj, Inventure Oy, Proha,
Nervogrid Oy


Pentti Heikkinen
Born 1960, Msc (Econ), Stanford Graduate School of Business (Stanford Executive Program 2001)
Member of the Board since 2009

Key working experience: Gateway Technolabs Finland Oy: Founder and CEO
2008–; TietoEnator Oyj: President and CEO 2006–2007, Chief Operating Officer 2004–2005, President, Telecom & Media Division 2001–2003, President, Services Division 1999–2000, President, Public Administration Division 1996–1998; Managing Director, VTKK Government Systems Ltd, 1994–1995; Director, CapGemini Finland, 1991–1993; Director, VTKK Group, 1987–1990; Management Consultant, VTKK, 1985–1986

Key positions of trust:
Member of the Board: Tecnotree Oyj, Hammerkit Oy


Sakari Perttunen
Born 1957, MSc (Econ)
Member of the Board since 2008

Key working experience: Basware Corporation: CFO 2004–2007, Vice President IT 2001–2003, Vice President Development 1999–2000, specialist and management positions at Basware 1987–1998

Key positions of trust:
Chairman of the Board: Movenium Oy
Member of the Board: Basware Corporation 1993–2004, 2008–

Eeva Sipilä
Eeva Sipilä  Born 1973
Member of the Board of Basware Corporation 2010-
 M.Sc. (Econ.), CEFA

Key working experience:
Cargotec 2008- Executive Vice President, CFO; Cargotec, Senior VicePresident, IR & Communications, 2005-2008
Vice President, Investor Relations, Metso Corporation 2002–2005
Equity Analyst, Mandatum Stockbrokers Ltd (Sampo Bank plc) 1999–2002


Ilkka Toivola
Born 1963, MSc (Tech)
Member of the Board since 2008

Key working experience: Proha Oyj: Managing Director 2009–; Nokia Siemens Networks: Head of Global Sales, Business Support Systems 3/2007–11/2009, Nokia Networks: Vice President, Quality and Customer Satisfaction, Member of Nokia Networks Board 2005–2007, Vice President, Mobile Software Integration 2004–2005, General Manager, Mobile Software Integration 2002–2003, Director, Mobile Charging Solutions Business 2000–2002; Hewlett-Packard Company: Global Client Executive 1999–2000, Professional Services Country Manager in Finland and Managing Consultant 1995–1999, Business Development Manager, European Marketing Center, Germany 1993–1995, Account and Senior Account Manager 1989–1993.
 

Matti Copeland resigned from the Board of Directors of Basware on January 24, 2011.

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