Corporate Governance

Board of Directors

Tecnotree’s Board of Directors consists of a minimum of three and a maximum of eight members, as outlined in the Articles of Association. The Annual General Meeting elects the Board and confirms the number of Board members. The Board of Directors elects the Chairman and Vice Chairman among its members for a term of one year at a time. The term of office of Board members expires at the end of the first Annual General Meeting following election. The Board of Directors appoints the CEO of the company.

Tasks and duties of the Board

The tasks and responsibilities of Tecnotree’s Board of Directors are defined in the Finnish Companies Act and in other applicable legislation, according to which the Board of Directors is responsible for the appropriate organisation of business operations and corporate administration. The Board also ensures that the company’s accounting and financial administration is supervised appropriately. Furthermore, the Board is responsible for promoting the interests of the company and all its shareholders by pursuing a business policy that in the long-term ensures the best possible return on capital invested in the company.
The members of Tecnotree’s Board have no special duties related to being a member of the Board other than those designated by law.

Tecnotree's Board of Directors regularly assesses its activities and working procedures to ensure the Board functions effectively and to high standards. The assessment is in the form of an internal self-evaluation once a year.

To support its work, Tecnotree’s Board of Directors has a confirmed charter that defines the Board’s duties and work methods, as well as meeting and decision-making procedures.

Tecnotree Charter of the Board of Directors (PDF)

Decision making

The Board of Directors shall work so as to promote the interests of the company and the shareholders. A meeting of the Board of Directors constitutes a quorum if more than half of its members are present. Matters are decided by a simple majority vote. In the event of a tied vote, the Chairman has the casting vote. A Board member is ineligible to participate in decisions on matters between the Board member and the company.

Board meetings

The Chairman of the Board is responsible for calling Board meetings and for running the meetings. The CEO, Chairman of the Board or other person designated by the CEO presents matters for consideration at Board meetings. As is stated in the Board’s Rules of Procedure, the CEO is responsible for ensuring that the Board receives sufficient information about the company’s business operations and financial situation to make decisions. At its meetings the Board regularly considers reports on the Group’s financial performance and operations presented by the CEO.

Independence of Directors

As per the Corporate Governance Code, Majority of Board Members must be independent of the company. In addition to that at least two members of mentioned majority must be independent of the company and its significant shareholders.
Tecnotree’ s Board of Directors has assessed the Board members’ independence of the company and shareholders in compliance with the Finnish Corporate Governance Code. Based on the assessment, three Board members are independent of the company and of significant shareholders and two Board members are independent of the company but non-independent of the significant shareholders.

Board of Directors

Neil Macleod, born 1971

Executive Chairman of the Board, 15.5.2019-
Member of the Board, 24.9.2018-
Main occupation: Director, Fitzroy Investments Ltd.
Education: HND, Engineering Systems (Napier University), Diploma in Agriculture and Farm
Business (Royal Agricultural College) and M.Sc. Property Development and Planning Law (Southbank
University)

Background add

Neil Macleod is the Chairman of the Board of Directors at Tecnotree Corporation. Also, he is Chairman of Fitzroy Investments Ltd. and a Director of Phoenix Macleod Ltd. Holding more than 20 years of experience, Neil has delivered outstanding outcomes in emerging markets by strategically forming alliances throughout the world. Previously, he work for and then became a consultant to Savills, an international property firm, and a consultant at Rembrandt Consultants. He was the Senior Buyer at Charles Henshaw and Sons Ltd at the beginning of his career.

Neil Macleod graduated from Southbank University where he did PG Diploma in Property development & Planning Law. He has done Diploma of Agriculture from the Royal Agricultural College and Diploma in Engineering systems and Business Management from Edinburgh Napier University.

Independent of Tecnotree but not independent of its significant shareholders

Contact: nm@24fitzroy.co.uk

Jyoti Desai, born 1957

Vice Chairman of the Board, 15.5.2019-
Member of the Board, 24.9.2018-
Main occupation: Senior Managing Partner at Digalance Digital Consultants Limited
Education: B.Com., B.A. and BA honours (psychology), University of South Africa

Background add

Jyoti Desai is a graduate of the University of South Africa. Currently she is working as the CEO of Digalance Digital Consultants Limited and as Vice Chairman of the Board of Tecnotree Corporation. She has also worked with MTN as Group Chief Operating Officer. She is an experienced Professional with more than 35 years of experience in the financial services industry and fixed and mobile telecoms. She has extensive experience in large scale project execution, Service Delivery, 3G, LTE, Mobile Communications, and Universal Mobile Telecommunications System (UMTS). She has held various board positions also.

Independent of Tecnotree and its significant shareholders

Conrad Neil Phoenix, born 1944

Member of the Board, 24.9.2018-
Main occupation: Director of Harvy Rix Investment Company Limited.

Background add

He has been on the Board of Directors in Tecnotree Corporation since 2018. He is a qualified Chartered Surveyor and a Fellow of the Royal Institution of Chartered Surveyors (FRICS) and set up his own practice in London in 1969, specialising in commercial property. He advised a number institutional clients including Barclays Bank Pension Fund, Prudential, 3i Group and many other institutions. From 1983 he became a full-time developer of commercial property, for example, industrial Units, offices and Retail Parks. In 2004 he was made a Member of the Order of the British Empire (MBE) in recognition of his charitable services.

Independent of Tecnotree but not independent of its significant shareholders

Anders Fornander, born 1957

Member of the Board, 5.9.2019-
Main occupation: CEO of Software Culture
Education: M.Sc. in Management of Technology from MIT Sloan School of Management, Cambridge, USA and M.Sc. in Computer Science and Technology from LiTH, Linköping, Sweden.

Background add

Anders is a Member of the board of Tecnotree Corporation since 2019. He has been working in different industries since 1984. Anders started his career as a Software Engineer in LM Ericsson AB. Then he became an Engineering Manager in Oerlikon-Contraves AG. Later, he joined Hewlett Packard AG as a Senior Consultant and Project Manager. He became Vice President of IT at Bank Sarasin & Cie. In early 2000 and during a period of 10 years, Anders was very active involved with tech start-ups. He was part of starting Esmertec AG as a Director QA&T, founded Software Culture GmbH as a Partner, joined Greenliff AG as a Managing Director and Partner, started Profidata Lab AG and worked as the CEO. In 2009, Anders took the position as head of System Engineering at Rheinmetall Air Defence AG. From 2023, he is the CEO of Software Culture GmbH.

Anders received his M.Sc. degree in Management of Technology from MIT Sloan School of Management, Cambridge, USA. He also holds an M.Sc. in Computer Science and Technology from LiTH, Linköping, Sweden.

Independent of Tecnotree and its significant shareholders

Johan Hammarén, born 1969

Member of the Board, 19.4.2023-
Main occupation: Managing Director, Oy Hammarén & Co Ab
Education: Helsinki University, Faculty of Law, LL.M.

Background add

Johan has worked in different corporations since 1995. During his career he has also worked as an entrepreneur co-founding and successfully grown one legal service company (Fondia Oyj) and one asset management company (JAM Advisors Oy). Fondia is today listed on Nasdaq Helsinki and JAM Advisors Oy was acquired in 2019 by a private equity company. Johan started his career as a lawyer in a law firm. After this Johan was requested to join Nokia Corporation as a lawyer at Nokia´s Ventures Organization. Thereafter Johan had several different legal positions within Nokia during years 2000 - 2006. Johans last position with Nokia was legal director for Nokia Ventures Organization. During years 2006 - 2018 Johan worked as an entrepreneur. In 2019 Johan joined the Hammarén family´s investment company Oy Hammarén & Co Ab as CEO. Johan has during his career had several board positions in both private and listed companies. Johan has served on the board of Aspocomp Oyj during years 2007-2015, Tecnotree during years 2007-2015 and Aktia Pankki Oyj during years 2019-2023. Johan currently holds board positions in CapMan Oyj and Fondia Oyj and several other private companies.

Johan holds a degree in law from the University of Helsinki and a degree in Economics from Hanken School of Economics in Helsinki.

Board Committees

As is stated in the Rules of Procedure for the Board, committees may be set up to assist in preparing matters for which the Board is responsible. The Board chooses the committee chairman and members from its members. The Board members on these committees can study the issues considered by the committee at greater depth than the entire Board. The committees report on their activities to the whole Board and have no decision-making authority of their own. The Board may form temporary committees to carry out a specific task.

The Board has five committees to assist in its duties pursuant to the respective committee charters.

Audit Committee add

The objective of the Audit Committee is to supervise the financial reporting executed by the Management, monitor the financial statement and interim reporting process and to discharge such mandatory auditing duties as prescribed under applicable law. The Board of Directors of Tecnotree Corporation shall appoint from amongst its directors the Chairman and the members of the Committee. The Committee shall comprise of a minimum of three (3) members. In 2024, the Board of Directors elected from among its members Jyoti Desai and Neil Macleod as members and Johan Hammaren as Chair of the Audit Committee.

The role of the Committee is as follows:

Monitor and assess the finance reporting system;
Monitor and assess the efficiency of internal control, audit and the risk management systems;
Monitor and assess how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm’s length terms;
Monitor and evaluate the independence of the auditor and, in particular, the offering of services other than auditing services by the auditor; and
Monitor the Company’s auditing; and
Make recommendations for the appointment of the Company’s auditor

Tecnotree Charter of the Audit committee (PDF)

Remuneration Committee add

The objective of the Committee is to convene, formulate and evaluate the principles of remuneration of the CEO and the Management of the Company, to make decisions on matters pertaining to the remuneration of the CEO and the Management of the Company, and to discharge such other mandatory duties as prescribed under applicable law. The Board of Directors of Tecnotree Corporation (the “Board”) shall appoint from amongst its directors, the Chairman and the Committee. The Committee shall comprise of a minimum of three (3) members. In 2024, the Board of Directors elected from among its members Anders Fornander and Neil Macleod as members and Jyoti Desai as Chair of the Committee.

The role of the Remuneration Committee is as follows:

Promote the transparency and systematic functioning of the Company’s remuneration policy and remuneration report;
Develop the Company’s intellectual capital and the organisation’s competence; and
Act independently in relation to formulating and deciding on the CEO and the Management’s remuneration.

Tecnotree Charter of the remuneration committee (PDF)

Nomination Committee add

The objective of the Committee is to ensure the efficient preparation of matters pertaining to the appointment of the board of directors (“Board”) of the Company and to promote the transparency and the systematic functioning of the election process, and to discharge such mandatory duties as prescribed under applicable law. The Board of Directors of Tecnotree Corporation shall appoint from amongst its directors the Chairman and the members of the Committee. The Committee shall comprise of a minimum of three (3) members. In 2024, the Board of Directors elected from among its members Conrad Neil Phoenix, Johan Hammaren and Neil Macleod as members and Jyoti Desai as Chair of the Committee.

The role of the Nomination Committee is as follows

Evaluate the candidates and ensure that they are eligible to be members of the Board; and
Recommend candidates in accordance with the requirement of the Company

Tecnotree Charter of the nomination committee (PDF)

Strategy Committee add

The Strategy Committee shall prepare and discuss matters pertaining to key strategic choices of the Company and make recommendations to the Board of Directors regarding such matters. The Board of Directors of Tecnotree Corporation (the “Board”) shall appoint from amongst its directors the Chairman and the members of the Committee. The Committee shall comprise of a minimum of three (3) members. In 2024, the Board of Directors elected from among its members Johan Hammaren and

Anders Fornander as members and

Jyoti Desai as

Chair of the Committee.

The main duties of the Strategy Committee are as follows:

Reviewing significant strategic initiatives proposed by Management and making recommendations to the Board regarding the same;
Reviewing the Tecnotree product strategy and roadmaps planned and providing the necessary advice on competitive positioning of products and technologies;
Attending from time-to-time customer meetings and events as needed to support Management in explaining Tecnotree’s strategy;
Work with the CEO and CFO of the Company, and further direct the CEO and CFO in relation to taking any necessary steps as felt appropriate by the Committee; and
Pass resolutions and monitor any special issues allocated by the Board and falling within the competence of the Committee (such as issues relating to the Company’s procedures and/or specific risks).

Tecnotree charter of the strategy committee (PDF)