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 the 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 Chairman of the Board of Directors is elected by the General Meeting of Shareholders. The Vice Chairman of the Board is elected by the Board of Directors from among its members.

The Shareholders' Nomination Board's recommendation to the Board for the Board's proposal on the composition and remuneration of the Board is given in the Notice of the Annual General Meeting. The biographical details of the proposed Board members are presented on the company's website.

The most important matters to be dealt with by the Board are listed in the Board's rules of procedure. Accordingly, the Board's responsibilities include approving the company's strategy, financial targets, budgets, major investments and risk management principles. The Board appoints and dismisses the company's President and CEO. The Board of Oriola also serves as the board of directors for the Oriola Group. The Board of Directors considers and decides on all the most significant matters concerning the operations of the Group and the business segments regardless of whether these matters legally require a decision by the Board of Directors of Oriola. The Board has also approved the charters of the Audit Committee, and the Compensation and Human Resources Committee.

The Board of Directors convenes in accordance with a timetable agreed in advance and also 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.

The AGM on 19 March 2024 confirmed that the Board of Directors is composed of seven members. Current members of the Board of Directors Nina Mähönen, Yrjö Närhinen, Ellinor Persdotter Nilsson, Harri Pärssinen and Heikki Westerlund were re-elected to the Board of Directors and Petra Axdorff and Ann Carlsson Meyer were elected as new members of the Board of Directors. Heikki Westerlund was re-elected as Chairman of the Board of Directors.

The Board of Directors has assessed the independence of the members of the Board of Directors, and determined, that all members of the Board of Directors are independent of the company and its significant shareholders.

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.

The Annual General Meeting held on 19 March 2024 approved the following fees to the members of the Board of Directors for their term of office expiring at the end of the next annual general meeting:

• to the Chairman of the Board of Directors EUR 70,000
• to the Vice Chairman of the Board of Directors and for the Chairman of the Board's Audit Committee EUR 40,000, and
• for the other members of the Board of Directors EUR 33,500.

Of the annual fee, 60 per cent shall be paid in cash and 40 per cent shall be used to acquire Oriola Corporation's class B shares for the Board members on the Nasdaq Helsinki Stock Exchange within two weeks from the release of the Interim Report 1 January-31 March 2024 of the company.

The Chairman of the Board of Directors receives an attendance fee of EUR 1,000 per meeting for meetings of the Board of Directors held in the Chairman’s home country and EUR 2,000 for meetings of the Board of Directors held elsewhere and the other members of the Board of Directors receive attendance fees of EUR 500 per meeting for meetings held in the home country of the respective member of the Board of Directors and EUR 1,000 for meetings held elsewhere. Attendance fees are correspondingly also paid to the Chairman and members of company committees. Travel expenses are compensated in accordance with the travel policy of the company.

Further information on remuneration of the members of Board of Directors can be found in the Financial Statements and in the Remuneration page.

The members of the Board of Directors are elected by the General Meeting 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 Chairman of the Board of Directors is elected by the General Meeting of Shareholders. The Vice Chairman of the Board is elected by the Board of Directors from among its members.

The Shareholders' Nomination Board of Oriola Corporation is a corporate body of the Company's shareholders and responsible for preparing proposals on the appointment and remuneration of the members of the Board of Directors and submitting them to the Annual General Meeting. Not later than on the 1st of February preceding the Annual General Meeting, the Shareholders' Nomination Board presents to the Board its recommendation on the proposal to be put before the Annual General Meeting concerning the composition and remuneration of the Board. The Shareholders' Nomination Board evaluates the independence of the proposed Board members it has recommended. The Shareholders' Nomination Board's recommendation does not affect the Board's independent decision-making authority or its right to put proposals before the General Meeting.

As part of its work the Shareholders' Nomination Board shall take into consideration the needs and the development phases of the Company’s businesses as well as competence areas required by the Board of Directors and its Committees. In the preparations of the recommendation for proposal on the Board’s composition, the Shareholders' Nomination Board shall take into consideration the Board’s long-term needs and successor planning. Any individual elected members of Oriola’s Board of Directors must be qualified for the position, a good fit to the Board’s competence profile and be able to allocate enough time to carry out the responsibilities.

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 the 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 of development, 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 to the age and gender breakdown of the members. Oriola’s objective is to maintain an appropriate balance of representation of both genders on the Board of Directors.

Approved by the Board of Directors

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 chairman of the Audit Committee and the Compensation and Human Resources Committee.

In addition to the Audit Committee and the Compensation and Human Resources Committee, the Board of Directors may appoint ad hoc committees for preparing specific matters. Such committees do not have Board-approved charters and the Board does not release information on their term, composition, the number of meetings or the members’ attendance rates.

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

• reviewing the consolidated financial statements and interim reports, 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 on electing the auditor, evaluation of the independence of the auditor, taking into account 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
• Nina Mähönen

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 & CEO in the appointments of the Oriola Management Team
• Monitoring and evaluating the performance of the President & CEO
• Monitoring and evaluating the performance of the members of the Oriola Management Team based on the CEO´s proposal

The Compensation and Human Resources Committee has three 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 
• Ann Carlsson Meyer
• Ellinor Persdotter Nilsson
• Heikki Westerlund