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 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 (2) 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.
The Board of Directors has drawn up a charter of the Board of Directors, which defines the Board’s key duties and operating principles.
The Board of Directors, among other duties, supervises and monitors the Company’s operative management, appoints and discharges the CEO, approves the strategic objectives 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 monitors the functioning of the internal control. The duty of the Board of Directors is to promote the interests of all shareholders and the Company.
Chairman of the Board
Eero Sihvonen has served as a Member of the Board since the 2022 Annual General Meeting, and as Chairman of the Board since 5 December 2022. Sihvonen has previously served as the Chief Financial Officer for 16 years and also over 10 years as the Executive Vice President of Citycon Plc. His strengths are especially in real estate and other business strategy, financial and financial matters. Sihvonen has previously been a member of RAKLI Ry’s board of directors for several years. Sihvonen holds the degree of M.Sc. (Econ.).
Independent of the Company and significant shareholders.
Hannu Lehto has been a member of the Board of Directors since the Annual General Meeting on 2 May 2022 and the Chairman of the Board of Directors since the Annual General Meeting 2022 until 4 December 2022. He has strong experience both from being an entrepreneur in the construction branch and from executive duties in Lehto Group during separate phases. Hannu Lehto is the Company’s founding shareholder and has been the Company’s CEO from 2008 to 2013 and from 2014 to May 2021. Furthermore, he has previously been a member of the Board of Directors and the Chairman of the Board of Directors. Hannu Lehto has been involved in operation on the Company’s and its subsidiaries for over 35 years. Lehto holds the degree of Construction engineer.
Non-independent of the Company as well as major shareholders.
Jani Nokkanen has been a member of the Board of Directors since Annual General Meeting 2021. Currently Nokkanen is working as the CIO and Partner and member of the Board of Directors of NREP Oy where he has worked since 2008 in different key roles of development and financing. Before NREP he worked in management consulting and strategy related roles. Nokkanen holds the degree of M.Sc. (Econ.).
Independent of the Company and significant shareholders.