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 14 April 2020

Seppo Laine

Chairman of the Board

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

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

Positions of trust

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

Helena Säteri

1956, Finnish citizen
Master of Science
Member of the board since 2020
Independent of the company and its significant shareholders 

Primary working experience

Helena Säteri has graduated from the Helsinki University of Technology from the
department of Machine engineering as a Master of Science in Technology and
has worked within construction for 40 years, been engaged with board working
for more than 15 years and acted in the state’s corporate governance for more
than 10 years. Prior to her retirement on 31 January 2020 she held the position
of a Director General of the Ministry of the Environment.

Positions of trust

Metsähallitus, member of the board 2015-2020
Ekokem Oy, member of the board 2008-2013
MuniFin, representative in appointment commitee, 2009-2019
A-Kruunu, state owned responsible adviser 2015-2020
VTT´s property and construction business advisory board, member 2008-2017

Raimo Lehtiö

1957, Finnish citizen
Master of Science, MBA
Member of the board since 2020
Independent of the company and its significant shareholders 

Primary working experience

Raimo Lehtiö is a Master of Science in Technology (Industrial Engineering and
Management) and an MBA, graduated from the Helsinki University of
Technology. During his career Mr. Lehtiö has acted in directorial positions in
groups such as ABB and Scania and his latest position has been a Managing
Director of Scania South Africa (Pty) Ltd.

Positions of trust

Over 20 year experience in ABB and Scania boards. Latest Chairman of the Board in Scania Namibia Ltd, Scania Botswana and Scania Mozambique.