Sustainability governance and management
Terveystalo’s sustainability efforts are guided by the company’s Code of Conduct, values and strategic objectives, as well as the sustainability themes identified as material in the materiality assessment. The results of sustainability efforts are monitored on a regular basis. The most significant risks related to the material non-financial themes are assessed and sought to be mitigated as part of the company’s risk management process. Terveystalo is committed to promoting the principles of the UN Global Compact initiative and the UN Sustainable Development Goals. The company respects all internationally recognised human rights.
By systematically managing sustainability, Terveystalo aims to ensure that its sustainability targets are achieved. The continuous improvement model ensures that Terveystalo’s services will continue to create value for customers also in the future. At Terveystalo, the management approach is assessed on the basis of audit observations, feedback, identified development areas and the achievement of Terveystalo’s targets. The management approach is adjusted as necessary.
| Good health and well-being | Ethical business | |
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| Description and purpose of the management apporoach | The health and well-being of Terveystalo’s customers are the starting point for the planning of all operations. The purpose of the management approach is to ensure patient safety and high-quality care. | Responsibility of Terveystalo’s operations is guided by the company’s Code of Conduct and values. The purpose of the management approach is to ensure a company culture that takes ethical perspectives into account and combines high work ethic, professionalism, solution-oriented cooperation and the pursuit of measurable impact in everything the company does. Responsible business is also financially profitable and sustainable. |
| Policies and commitments |
Terveystalo’s operating policy, quality policy, internal control and risk management policy, self-monitoring, Code of Conduct, data protection and information security policy and compliance rules ISO 9001:2015 quality management system Operations are guided by the Current Care Guidelines Terveystalo’s integrated management system documents the harmonised processes and procedures that ensure patient safety and high-quality care. Policies and procedures pertaining to the data protection of patient data are documented in the Data Protection Handbook for patient care. The company’s continuity plan sets out the organisation’s operating models that ensure that Terveystalo’s critical services can be produced in exceptional circumstances and during disruptions. Government Decree on the Principles of Good Occupational Health Care Practice 708/2013 General Data Protection Regulation (EU) 2016/679 Other laws and regulations governing business operations, the industry and the operations of private service providers as well as customer agreements
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Terveystalo’s Code of Conduct Terveystalo’s Supplier Code of Conduct Internal control and risk management policy Data protection and information security policies Competition law guidelines Processing instructions for the reporting channel Terveystalo always observes the laws and regulations governing its activities. In addition to compliance with legislation and Terveystalo’s Code of Conduct, Terveystalo aims to observe widely accepted ethical standards, such as the UN Global Compact principles. Terveystalo also expects its partners and subcontractors to share and observe the same ethical principles.
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| Objectives
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Terveystalo’s services are of high clinical quality and are the most conveniently available to customers.
Stand out by providing an excellent customer experience. Maintain customer satisfaction (NPS, Net Promoter Score) at least at 83. Maintain an appointment-specific PEI index of at least 2.9. Promote preventive treatment of mental health in occupational healthcare. Increase the share of occupational healthcare patients diagnosed with anxiety or depression and who are referred to brief psychotherapy treatment to 25% by 2026. |
All Terveystalo employees have completed training on the Code of Conduct and correct action. All of Terveystalo’s key suppliers have accepted the Supplier Code of Conduct.
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| Resources and responsibilities |
The Chief Medical Officer is responsible for clinical quality and patient safety. The assurance and development of quality and patient safety are managed by the Group’s Quality Steering Group, data protection team, safety team, patient safety team and the regional quality network.
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Terveystalo’s Board of Directors approves the Code of Conduct. Terveystalo’s executives and management are responsible for the communication and implementation of and monitoring compliance with the Code of Conduct. Terveystalo’s Legal & Compliance department supports the organisation with issues related to the Code of Conduct and provides training to the personnel on the Code of Conduct. The Board of Directors is responsible for the adequacy of risk management, while the CEO is in charge of the organisation of risk management and guides and monitors risk management at the executive level. Internal control is integrated into Terveystalo’s management and reporting system. The Data Protection Officer performs the duties stipulated by the General Data Protection Regulation, and the Director responsible for information security is in charge of day-to-day information security management.
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| Feedback mechanisms |
Incident reports Customer feedback Each Terveystalo employee and practitioner is required to report actual or suspected misconduct to their supervisor, the supervisor’s supervisor, Terveystalo’s Legal & Compliance department or via Terveystalo’s reporting channel.
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Actual or suspected violations of the Code of Conduct are primarily reported to the supervisor, the supervisor’s supervisor or Terveystalo’s Legal & Compliance department. They can also be reported anonymously via the Terveystalo reporting channel. |
| Responsbile work | Sustainable consumption and climate action | ||
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| Description and prupose of the management approach |
The objective of human resources management is to strengthen Terveystalo’s work communities and the experience of professionals, and to ensure that professionals want to work at Terveystalo, are committed and can focus on what matters. |
Terveystalo operates in line with the principles of sustainable development in order to reduce and eliminate environmental risks. Terveystalo takes environmental impacts into account in all of its operations. The objective of Terveystalo’s environmental program is that everyone at Terveystalo takes the potential environmental impacts of their actions into account in their day-to-day work and operates in environmentally friendly ways. | |
| Policies and commitments |
Code of Conduct Work community development plan Remuneration Policy Applicable laws and regulations
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Terveystalo’s environmental program covers all clinics in Finland and its appropriateness is assessed in audits of the quality management and environmental management systems. Terveystalo’s environmental management system is certified in accordance with the ISO 14001 standard. The standard provides a framework for the continuous development of processes and practices that minimise negative environmental impacts. Some of the Feelgood operating locations in Sweden are also ISO 14001:2015 certified. Applicable laws and regulations
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| Objectives |
Being the industry’s best and most attractive employer An employee Net Promoter Score (eNPS) of at least 25 in 2025
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Zero emissions from own operations in 2030 Reduce direct and indirect CO2 emissions (Scope 1 and Scope 2) by 80% by 2025 (using 2018 as the baseline) Purchase 100% green electricity by 2025 Minimise waste in all operations and forward all waste to be recovered: The recovery rate and recycling rate of waste generated at Terveystalo units in Finland will be 100% by 2025
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| Resources and responsibilities | The Senior Vice President, Human Resources is responsible for HR management and its development at Terveystalo. |
The ISO 14001:2015 certificate and compliance with the environmental program is the responsibility of the Director of Quality and Development and the operative group appointed for the environmental system. The implementation of the environmental program is monitored by the Environmental System Steering Group.
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| Feedback mechanisms |
Personnel and private practitioner surveys Performance reviews Discussions with private practitioners Personnel forum Shop stewards, employee representatives and the health and safety representative Hazardous incident reports by the personnel
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Terveystalo reporting channel Incident reports Internal feedback and development suggestions Customer feedback |
The Board of Directors and its Committees
Terveystalo’s Board of Directors is the highest decision-making body that oversees sustainability-related issues within the organisation. The Board of Directors takes care of tasks pertaining to its area of responsibility in accordance with the applicable legislation, Terveystalo’s Articles of Association, the charter of the Board of Directors, the Corporate Governance Code published by the Securities Market Association, as amended from time to time, and other rules and regulations applicable to Finnish listed companies. The Board of Directors is responsible for the company’s governance and the appropriate organisation of its operations, among other things. The Board of Directors reviews and steers the sustainability strategy and key action plans, and monitors and oversees the achievement of targets annually. Following the Corporate Sustainability Reporting Directive (CSRD), the duties of the Board of Directors going forward also include monitoring and supervising the sustainability reporting process, in addition to the financial reporting process. The Board of Directors also ensures that the company has defined the operating principles of internal control, internal auditing, and risk management, and monitors compliance with these principles. The responsibilities of the Board of Directors are documented in its written charter, which supplements the provisions of the Articles of Association and the applicable laws and regulations. The duties of the Board of Directors and the contents of its charter are described in more detail in Terveystalo’s Corporate Governance Statement.
Terveystalo’s Vice President of Communications, IR & CR presents material sustainability matters to the Board of Directors at least once a year in connection with a broader sustainability agenda and a review of targets and performance. Sustainability matters are also discussed in meetings of the Board of Directors as necessary when there are material matters to communicate or decide on. In 2023, the following sustainability-related topics were discussed in meetings of the Board of Directors, among other things: the achievement of sustainability targets set for 2022, progress towards the sustainability targets set for 2023, the reporting obligations stipulated by the CSRD, the CSRD-compliant double materiality assessment process and results, and Terveystalo’s sustainability-linked notes.
The Board of Directors has established two committees to improve the efficacy of the Board: The Audit Committee and the Remuneration Committee. Written charters have been drawn up for the committees to define their duties. The Audit Committee’s duties include, among other things, assisting the Board of Directors in fulfilling and monitoring its supervisory duties pertaining to the financial reporting process and auditing, as well as the supervision of matters related to financial reporting, internal control, internal auditing, and risk management. Following the CSRD, the Committee's duties going forward also include assisting the Board of Directors in fulfilling and monitoring its duties pertaining to the sustainability reporting process and assurance. The Audit Committee discusses sustainability matters whenever there are material matters to communicate or decide on. In 2023, the Audit Committee focused particularly on CSRD reporting requirements and the CSRD-compliant double materiality assessment process and results. The Remuneration Committee of the Board of Directors, in turn, assists the Board in, among other things, preparing matters related to remuneration. The committees report on their work to the Board of Directors on a regular basis. The duties and composition of the committees are described in more detail in Terveystalo’s Corporate Governance Statement.
Chief Executive Officer
The CEO is responsible for the day-to-day management of the company and for implementing the company’s strategy in accordance with the instructions and orders issued by the Board of Directors. The CEO undertakes the execution of measures approved by the Board of Directors and oversees preparations for strategically important measures. This means that Terveystalo’s CEO, together with the other members of the Executive Team, is also responsible for the successful implementation of the company’s sustainability agenda. The CEO ensures that the management of the company is adequately arranged and that the company’s accounting complies with the applicable legislation. The CEO also ensures the appropriate arrangement of the company’s administration and asset management. The CEO serves as the Chair of Terveystalo’s Executive Team. The Executive Team assists the CEO with tasks such as the preparation and execution of the company’s strategy, business plans, matters of principle, and any other important matters. The CEO reports to the Board of Directors and ensures that the Board of Directors is provided with adequate information to carry out the duties of the Board of Directors. The other members of the Executive Team report to the CEO. The CEO’s responsibilities and duties are described in more detail in Terveystalo’s Corporate Governance Statement.
The Vice President of Communications, IR & CR, who reports to the CEO, discusses sustainability-related matters with the CEO on a regular basis and as necessary when there are material issues to communicate or decide on. The CEO is also responsible for the organisation of Terveystalo Group’s risk management, and the CEO manages sustainability risks also as part of the company’s overall risk management. Ville Iho has served as the CEO of Terveystalo since December 2019. A more detailed presentation of the CEO is provided in Terveystalo’s Corporate Governance Statement.
Other responsibilities related to the management of sustainability themes
Terveystalo’s Quality Steering Group is responsible for ensuring and developing quality and patient safety, and monitors the implementation and progress of measures related to quality and sustainability. The Quality Steering Group is chaired by the Chief Medical Officer, who is also a member of the Group’s Executive Team and responsible for clinical quality and patient safety. In addition to the Quality Steering Group, the assurance and development of quality and patient safety are managed by the data protection team, safety team, patient safety team and regional quality network. Internal control is integrated into Terveystalo’s management and reporting system.
Compliance with the environmental program is on the responsibility of the Director of Quality and Development, who reports to the Chief Medical Officer, and the operative group appointed for the environmental system. The implementation of the environmental program is monitored by the Environmental System Steering Group.
The Vice President of Communications, IR & CR, who reports to the CEO, is responsible for managing the process of setting new sustainability targets and the coordination of sustainability initiatives in the Group. Human resources management and its development at Terveystalo is on the responsibility of the Senior Vice President, People and Careers, who is a member of the Group Executive Team.
As required by law, Terveystalo Group has a Data Protection Officer who performs duties in accordance with the General Data Protection Regulation and reports directly to Group management in accordance with the law. The responsibility for day-to-day information security management lies with the Director responsible for information security, who reports to the Group Executive Team members responsible for information security and digital services. Terveystalo also has data protection and information security teams that discuss and monitor matters related to data protection and information security and develop related functions and activities. The teams include representatives of stakeholders within the Terveystalo organisation that are relevant to the teams’ areas of responsibility.
Terveystalo’s executives and management are responsible for the communication and implementation of the Code of Conduct approved by the Board of Directors, and monitoring compliance with the Code of Conduct. Terveystalo’s Legal & Compliance department supports the organisation with issues related to the Code of Conduct and provides training to the personnel on the Code of Conduct.
Composition of the Board of Directors
According to Terveystalo’s Articles of Association, the Board of Directors shall have a minimum of five and a maximum of eight ordinary members. From the beginning of 2023 until the Annual General Meeting of 2023, the Board of Directors had five members. Terveystalo’s Annual General Meeting, held on 23 March 2023, elected seven members to Terveystalo’s Board of Directors. The members of the Board of Directors represent expertise, among other things, in the healthcare sector and the company’s target markets (Finland and Sweden), strategic management, financial management and risk management, business ethics and compliance, human resources management, and sustainability (ESG) related matters. There is no employee representative among the members of the Board of Directors. The term of the members of the Board of Directors expires at the closing of the Annual General Meeting following their election. Presentations of the members of the Board of Directors are provided in Terveystalo’s Corporate Governance Statement.
The company has drawn up principles concerning the diversity of the Board of Directors. According to the principles, diversity is considered from number of aspects, including age, gender as well as educational and professional background. In 2023, the company’s Board of Directors met the diversity criteria. The age span of the members of the Board of Directors that served until 23 March 2023, was 46–64 years as at 23 March 2023. Three (60 percent) of the Board members were between the ages of 30 and 49, and two (40 percent) were aged 50 or older. The age span of the members of the Board of Directors that was elected by the Annual General Meeting held on 23 March 2023, was 40–65 years as at 31 December 2023. Three (43 percent) of the Board members were between the ages of 30 and 49, and four (57 percent) were aged 50 or older.
Two of the members of the Board of Directors that served until 23 March 2023, were women (40 percent of the members of the Board), and three were men (60 percent of the members of the Board). Three of the members of the Board of Directors that has served from 23 March 2023 onwards are women (43 percent of the members of the Board), and four are men (57 percent of the members of the Board). On average, during the year, 42 percent of the Board members were women and 58 percent were men. Persons outside Finland accounted for one (20 percent) of the members of the Board of Directors that served until 23 March 2023, and two (29 percent) of the members of the Board of Directors that served from 23 March 2023 onwards.
The Board conducts an annual assessment of its operations and working methods in accordance with the Corporate Governance Code published by the Securities Market Association. In preparing its proposal on the composition of the Board of Directors, the Shareholders’ Nomination Board must take into account the requirements concerning independence as set out in the Corporate Governance Code, the results of the assessment of the Board’s operations carried out in accordance with the Corporate Governance Code, the principles concerning the diversity of the Board of Directors, and other applicable rules and regulations. According to the assessment of the Board of Directors, all of its members (100 percent) are independent of the company. Five of the seven members (71 percent) are also independent of the company’s significant shareholders.
Sustainability-related remuneration of the Board if Directros and the CEO
Remuneration of the Board of Directors
The Shareholders’ Nomination Board reviews and prepares the remuneration principles for the members of the Board of Directors set out in the Terveystalo Remuneration Policy for Governing Bodies. The Shareholders’ Nomination Board also prepares a proposal for the remuneration of the members of the Board of Directors annually. The proposal shall be based on the principles set out in the Terveystalo Remuneration Policy for Governing Bodies. The final decision on the remuneration of the members of the Board of Directors is made by the General Meeting. The remuneration of the Board of Directors and the decision-making process related to remuneration are described in more detail in Terveystalo’s Remuneration Policy. In 2023, the remuneration of the Board of Directors was not based on sustainability-related performance.
Remuneration of the CEO
The Remuneration Committee of the Board of Directors prepares proposals to the Board of Directors concerning the remuneration of the CEO. The Board of Directors reviews and approves the remuneration principles for the CEO defined in the Terveystalo Remuneration Policy for Governing Bodies based on the preparatory work carried out by the Remuneration Committee of the Board of Directors as well as decides on the salary, incentive schemes and associated targets of the CEO based on the preparatory work carried out by the Remuneration Committee of the Board of Directors. The remuneration of the CEO and the related decision-making process are described in more detail in Terveystalo’s Remuneration Policy.
In addition to a fixed annual salary, the total remuneration of the CEO in 2023 included short-term and long-term incentives. Terveystalo’s Board of Directors sets the performance criteria for the CEO’s short-term incentive plan annually. The short-term incentives are aimed at driving short-term performance against specific Group targets and individual objectives based on the key strategic priorities for the year. In 2023, the employee Net Promoter Score, or eNPS, was one of the indicators related to the CEO’s performance targets. It indicates the proportion of Terveystalo's employees and private practitioners who would recommend Terveystalo as workplace to others. In 2023, eNPS had a weight of 20 percent in the CEO’s short-term incentive. According to the Remuneration Policy in force in 2023, the maximum amount payable to the CEO under the short-term incentive scheme at the maximum level performance was 120 percent of the CEO’s annual base salary. In 2023, eNPS was the only indicator of sustainability-related performance included in the CEO’s performance targets.
The Board of Directors decides annually on the participants, performance indicators, targets and earning opportunities of the long-term incentive scheme for the management. The aim of the long-term incentives is to drive long-term performance against specific Group targets, to commit the CEO to the company and to align the interests of the CEO with the interests of the shareholders. In 2023, the long-term share-based incentive schemes for the management did not include sustainability-related performance indicators.
Management of sustainabilitys-related risks
The most significant risks related to the material aspects of sustainability are assessed and sought to be mitigated as part of the company’s overall risk management process. The company has an internal control and risk management policy, approved by the Board of Directors, for the management of various risk processes. The policy also sets out responsibilities pertaining to risk management. The Board of Directors’ duties related to risk management are also specified in the charter of the Board of Directors, and the Audit Committee’s duties are specified in the charter of the Audit Committee. The purpose of risk management is to ensure the fulfilment of the customer promise, patient safety and occupational safety, high-quality of the operations, financial performance, business continuity, a good public image for the company, and corporate social responsibility.
Risk management procedures have been integrated at all levels of the organisation. Terveystalo’s Board of Directors is responsible for risk management and its adequacy. The Board of Directors also approves the company’s internal control and risk management policy. The Audit Committee assists the Board of Directors in supervising matters related to financial reporting, internal control, internal auditing, and risk management. The Audit Committee also monitors and assesses the effectiveness of the company’s internal control, internal auditing and risk management systems, and assesses the performance of internal auditing. The CEO is responsible for organising the Group’s risk management, and the other members of the Executive Team support the CEO in implementing risk management, monitoring risks, assessing risks and implementing measures related to risks.
Terveystalo’s risk management is assessed in Finland annually in internal and external audits of the ISO 9001:2015 quality management system, the ISO 14001:2015 environmental management system and the ISO 13485 quality management system for application development. In Sweden, Terveystalo’s subsidiary Feelgood has ISO 9001:2015 quality management system, ISO 14001:2015 environmental management system and ISO 45001 occupational health and safety system certificates, the audits for which include risk management assessments. Risk management processes and control duties are also subject to verification by the company’s internal audit. Terveystalo’s risk management procedures are described in more detail in Terveystalo’s Corporate Governance Statement.