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 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 confirmed that the Board of Directors is composed of six members. Current members of the Board of Directors Mr Juko Hakala, Ms Eva Nilsson Bågenholm, Mr Harri Pärssinen, Ms Lena Ridström and Mr Panu Routila were re-elected to the Board of Directors and Ms Nina Mähönen was elected as a new member of the Board of Directors. Mr Panu Routila 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 15 March 2022 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 60,000
  • to the Vice Chairman of the Board of Directors and for the Chairman of the Board's Audit Committee EUR 36,000, and
  • for the other members of the Board of Directors EUR 30,000.

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 2022 of the company. The Chairman of the Board of Directors receives an attendance fee of EUR 1,000 per meeting and the other members EUR 500 per meeting. Attendance fees are correspondingly also paid to the chairmen and member of Board and 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
  • Nina Mähönen
  • Lena Ridström
  • Panu Routila

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:

  • Eva Nilsson Bågenholm, Chairman
  • Juko Hakala
  • Panu Routila

Members of the Board of Directors 2022-2023

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Mr. Panu Routila, Chairman, b. 1964
M.Sc. (Economics)
Independent member of the Board since 2020
Finnish citizen

Primary career:
2015-2019 Konecranes Plc, CEO
2008-2015 Ahlström Capital Oy, CEO
2002-2007 Alteams Oy, CEO

Key positions of trust:
Chairman of the Board of Patria Plc, Fortaco Group, Fifax Abp and Havator Group
Member of the Board of Conficap Oy, Ensto Oy and Neavo Oyj

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Ms. Eva Nilsson Bågenholm, b. 1960
Physician
Vice Chairman
Chairman of the Compensation and Human Resources Committee
Independent member of the Board since 2015
Swedish citizen

Primary career:
2015-2022 Humana AB, Quality Director
2011-2014 Swedish Ministry of Health and Social Affairs, National Coordinator for Elderly Care
2002-2011 Sahlgrenska University Hospital, Specialist physician in Internal medicine

Key positions of trust:
Chairman of The Association of Private Care Providers
Member of the Board of Almega, the Employers' organisation for the Swedish service sector, and Confederation of Swedish enterprise

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Mr. Juko Hakala, b. 1970
M.Sc. (Economics)
Independent member of the Board since 2018
Finnish citizen

Primary career:
2021 Oriola Corporation, interim CEO
2019 Traffic Management Finland Oy, CEO
2014-2017 Affecto plc, CEO
1998-2014 Accenture, several Executive and Senior Management positions

Key positions of trust:
Chairman of the Board of Nordic Healthcare Group
Member of the Board of Barona Oy and Doktorse Nordic AB

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Ms. Nina Mähönen, b. 1975
M.Sc. (Technology)
Independent member of the Board since 2022
Finnish citizen

Primary career:
2022- Palmia Oy, CEO
2006-2021 VR Group, several director positions: latest Senior Vice President, Train Operations & Safety and a member of the VR Group's Management Team

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Mr. Harri Pärssinen, b. 1963
M.Sc. (Economics)
Chairman of the Audit Committee
Independent member of the Board since 2019
Finnish citizen

Primary career:
1990-2018 Ernst & Young Oy several Executive and Manager positions

Key positions of trust:
Member of the Board of JF Capital Oy

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Ms. Lena Ridström, b. 1965
M.Sc. (Economics)
Independent member of the Board since 2016
Swedish citizen

Primary career:
2022- Columbus Sweden AB, CEO
2018-2021 Columbus Sweden AB, Business Unit Executive
2013-2018 Primelog Software AB and Primelog Holding AB, CEO
2009–2013 Unitedlog Group AB, CEO
2007–2009 Unitedlog AB, General Manager Software Solutions
2003-2007 Axido Consulting AB, CEO and Founder
2001-2003 IFS Sverige AB, Sales Director

Key positions of trust:
Member of the Board of Good Solutions AB, IMI International AB and 4C Strategies AB
Member of the Advisory Board of Seafocus International Oy