Composition and tasks of the Board of Directors

The Board of Directors comprising of three to eight (3–8) members shall see to the administration of the Company and the appropriate organisation of its operations. The Annual General Meeting elects the members of the Board for a term of office that shall expire at the end of the next Annual General Meeting following their election.

The majority of the Board members shall be independent of the Company and additionally at least two members of the said majority have to be independent of the Company’s significant shareholders. Board members’ independence shall be evaluated on an annual basis.

In order to ensure versatile support and development of the Company’s business operations, the composition of its Board of Directors must be sufficiently diverse. Both genders shall be represented in the Board of Directors. On the whole, the aim of the composition of the Board of Directors is to achieve sufficiently broad competence, expertise and experience.

The Board of Directors convenes regularly as summoned by the Chairman. According to the Companies Act a quorum is established when more than half of its members are present. Decisions are made by a simple majority vote. When the votes are even, the Chairman has the casting vote.

The CEO and the CFO, who is acting as secretary of the Board, are present at Board meetings. Other operative management attend the meetings when necessary or by the Board’s invitation. The Chairman of the Board approves the meeting agendas prepared by the CEO and the secretary of the Board. The Board assesses its operations and expectations of the Company’s stakeholders regarding the Board’s operations. The results of these assessments are taken into consideration when electing new members and developing the Board’s operations.

Duties and tasks of the Board of Directors

The Board of Directors supervises and monitors the Company’s operative management, appoints and discharges the CEO, approves the strategy and the strategic targets and the principles of risk management for the Company and its businesses and ensures the proper operation of the management system. The Board of Directors also ensures that the Company has defined the operating principles for internal control and that the Company confirms its values to be conformed with. The duty of the Board of Directors is to promote the interests of all shareholders and the Company.

Composition of the Board of Directors as from 29 March 2019

Martti Karppinen

Chairman of the Board
b. 1947, Finnish citizen
Master of Science (Eng.)
Member of the board since 2014
Independent of the company and its significant shareholders 

Main occupation

MKA Consulting Oy, CEO 2007–

Primary working experience

Lehto Oyj, expert to the board 2012–2014

Positions of trust

MKA Consulting Oy, Chairman of the board 2007-

Previous positions of trust

Iloq Oy, member of the board and Chairman

Mikko Räsänen

b. 1978, Finnish citizen
Master of Science in Economics
Member of the board since 2013
Independent of the company and its significant shareholders

Main occupation

NREP Oy, partner 2006–

Primary working experience

The Boston Consulting Group, management consultant, 2004–2006

Positions of trust

NREP Oy, Chairman of the board

Drupster Oy, member of the board

Chairman, member or vice member of the board in several companies governed by the NREP Group

Previous positions of trust

Anne Korkiakoski

s. 1964, Finnish citizen
M.Sc. (Econ.)
Member of the board since 2019
Independent of the company and its significant shareholders 

Primary working experience

Executive Vice President of Marketing and Communications at Kone Corporation and at Elisa Corporation and as the CEO and Partner in the Nordic advertisement and communication offices of Havas

Luottamustoimet

Member of the Board of Directors in several entities such as Lindström, University of Vaasa, Kämp Collection Hotels, Nordic Morning Group, and Kalevala Jewelry

Seppo Laine

s. 1953,Finnish citizen
Authorised Public Accountant
Member of the board since 2019
Independent of the company and its significant shareholders

Main occupation

CFO and the Chairman of the Board of Directors in Elektrobit Plc and as the Director of Oulu regional office and International Partner in Auditing Company Ernst & Young

Positions of trust

Chairman of the Board of Directors in Cor Group Ltd, Partnera Ltd, Joutsen Media Ltd and Pohjaset Ltd as well as a Member of the Board in Apetit Plc, Sievi Capital Plc and FCG City Portal Ltd

Pertti Korhonen

b. 1961, Finnish citizen
Master of Science (Eng.)
Member of the board since 2018
Independent of the company and its significant shareholders

Primary working experience

Outotec Oyj, CEO 2009-2016
Elektrobit Oyj, CEO 2006-2009

Positions of trust

DNA Oyj, Chairman of the board 2016-
ANS Finland Oy, Chairman of the board 2017-
Finrail Oy, Chairman of the board 2017-
Business Finland, Chairman of the board 2017-