The Board of Directors

The Board of Directors is responsible for the administration of the company and the appropriate organisation of its operations.

The Board of Directors is responsible for managing and supervising the company’s operations in accordance with the law, governmental regulations and its Articles of Association. The Board also ensures that good corporate governance is complied with throughout the Oriola Group.

The members of the Board of Directors are elected by the General Meeting of shareholders. The Board of Directors uses the highest decision-making power in the Oriola Group between the General Meetings of Shareholders. Pursuant to the Articles of Association, the Board of Directors consists of no fewer than five and no more than eight members. The term of the members of the Board of Directors expires at the end of the next Annual General Meeting following their election. The chair of the Board of Directors is elected by the General Meeting of shareholders. The Vice chair of the Board is elected by the Board of Directors from among its members.

The Board of Directors convenes in accordance with a timetable agreed in advance and convenes as required. In addition to making decisions, the Board of Directors also receives during its meetings current information about the operations, finances and risks of the
Group. Board meetings are also attended by the President and CEO, the CFO and the General Counsel (who acts as secretary to the Board). Members of the Oriola Management Team attend Board meetings at the invitation of the Board. Minutes are kept of all meetings.

Main tasks of the Board of Directors

The main tasks of the Board of Directors are listed in the Board’s rules of procedure, among others

• approving the company’s strategy;
• approving financial targets, ESG targets, budgets, major investments and risk management principles
• appointment and dismissal of the company’s President and CEO
• consideration and decision of all significant matters concerning the operations of the Group and the business segments and approving the charters of the Audit Committee and the Compensation and Human Resources Committee.

The Annual General Meeting decides annually on the fees to be paid to the members of the Board of Directors for one term of office at the time.

Further information on remuneration of the members of Board of Directors can be found in the Remuneration Report.

The ultimate goal in electing members to the Board of Directors is to ensure that the Board of Directors as a collegium has a competence profile which supports Oriola’s existing and future business. Diversity supports the overall goal that the Board of Directors has an optimal competence profile to support the company’s business and is viewed as an integral part and a success factor enabling the achievement of Oriola’s strategic goals. Important factors for the diversity of Oriola’s Board of Directors are the mutually complementary expertise of the members, their education and experience in different professional areas and industrial sectors, businesses in various stages ofdevelopment, leadership experience, as well as their personal capacities. The diversity of the Board of Directors is supported by experience in operating environments and industries relevant to the company as well as different cultures and by consideration of the age and gender breakdown of the members.

Oriola’s Board of Directors has approved the Diversity Policy of the Board of Directors in December 2016. According to the Diversity Policy of the Board of Directors, Oriola’s objective is further to maintain an appropriate balance of representation of both genders on the Board of Directors. 

The company has upheld the requirements set for diversity in the composition of the Board of Directors. Oriola’s Board of Directors 2025 represents diversity related of nationalities, professional competencies and genders.

The Board of Directors has an Audit Committee and a Compensation and Human Resources Committee. The committees’ charters are confirmed by the Board. The committees are preparatory bodies that submit proposals to the Board on matters within their purview. Minutes are kept of the committees’ meetings. The committees report to the Board at regular intervals. The committees do not have independent decision-making powers. Their task is to submit recommendations to the Board on matters under consideration.

In its constitutive meeting, held after the Annual General Meeting, the Board of Directors appoints, from among its members, the members and chair of the Audit Committee and the Compensation and Human Resources Committee.

In addition to the Audit Committee and Compensation and Human Resources Committee, the Board of Directors may appoint ad hoc committees for preparing specific matters.

The task of the Audit Committee is to enhance the control of the company’s operations and financial reporting. According to the charter of the Audit Committee, the following in particular shall be addressed and prepared by the Audit Committee:

• reviewing the consolidated financial statements and interim reports as well as sustainability statement, together with the auditor 
• reviewing together with the auditor any deficiencies in the supervision systems observed in control inspections and any other deficiencies reported by auditors 
• reviewing any deficiencies in the control system observed in internal audit and other observations and recommendations made 
• reviewing the plans of action for the control inspection and internal audit and giving recommendations to company management on focus areas for internal audits 
• evaluating the appropriateness of the supervision of company administration and risk management and reviewing changes in the principles of company accounting and external reporting prior to their introduction.

In addition, the Audit Committee’s duties include preparatory work on the decision of electing the auditor, evaluation of the independence of the auditor, considering particularly the effect of the provision of related services on the independence, and carrying out any other tasks assigned to it by the Board. The Audit Committee has at least three members.

The members of the Audit Committee are independent of the company and its major shareholders.

Members of the Board’s Audit Committee:

• Harri Pärssinen, Chairman
• Petra Axdorff
• Pekka Pajamo

According to the charter, the Compensation and Human Resources Committee reviews management and personnel remuneration policies and issues related to management appointments and makes proposals on such matters to the Board of Directors. The Committee’s responsibilities include:

• developing and monitoring effective compensation principles that promote achievement of the goals of the company 
• making proposals to the Board on compensation and incentive schemes for management and other key personnel 
• evaluating performance management, succession planning and talent development processes and programmes 
• considering and preparing appointments of top management to be decided by the Board. Supporting and advising the President and CEO in the appointments of the Oriola Management Team 
• monitoring and evaluating the performance of the President and CEO 
• monitoring and evaluating the performance of the members of the Oriola Management Team.

The Compensation and Human Resources Committee has four members. 

The members of the Compensation and Human Resources Committee are independent of the company and its major shareholders.

Members of the Board’s Compensation and Human Resources Committee:

• Yrjö Närhinen, Chairman 
• Ellinor Persdotter Nilsson
• Heikki Westerlund