Corporate governance
Board of Directors
Board of Directors
The Board of Directors is responsible for the proper governance and organisation of the operations of Honkarakenne Oyj and, as set out by the Articles of Association, the Board has between three and eight members. The Annual General Meeting decides on the number of Board members and elects the members to the Board. The term of Board members ends at the close of the first Annual General Meeting following their election.
The working principles and main duties of the Board of Directors have been defined in the Limited Liability Companies Act, the Finnish Corporate Governance Code and in the Board's Charter. The duties of the Board of Directors include appropriate arrangement of the control of the company’s accounting and finances. The Board of Directors approves Honkarakenne’s strategy, annual operating plans and budgets. It approves the principles and rules of risk management as well as risk limits, and regularly monitors the efficiency and adequacy of internal supervision and risk management. The Board is also responsible for the internal control of the financial reporting process.
The Board of Directors duties include:
- deciding on company strategy, goals and objectives
- approving the Group’s operating plan and budget and deciding on the operating policy
- deciding on business acquisitions and M&A transactions
- deciding on and approving the Group’s financial policies
- deciding on significant investments, property transactions and contingent liabilities
- controlling strategic and operational risks
- approving the Group’s reporting procedures and internal audit
- drafting the dividend policy, proposing dividend to the Annual General Meeting and convening the Annual General Meeting
- appointing the CEO, the Deputy CEO or a substitute for the CEO, and deciding on their compensation and other benefits
- deciding on compensation and other benefits for the Executive Group as well as deciding on bonus and incentive schemes of Group management and other personnel
The Board of Directors evaluates its performance and working methods as well as the independence of its members.
Jouni Grönroos, born 1965
Chair and member of the Board since 2026
Finnish Citizen
Education: M.Sc. econ. 1990, Helsinki School of Economics
Finnish citizen
Background add
Key working experience
- CFO and Deputy CEO 2010–2024 and Senior Advisor 2024–2025 at Fazer Group,
- CFO at Rapala VMC Oyj 2005–2010,
- Deputy CFO and later CFO at AvestaPolarit Oyj 2001–2005,
- Group Tax Manager, Assistant Vice President and later Vice President at Outokumpu Oyj 1990–2001,
- Auditor at KPMG Wideri 1989–1990
Key positions of trust:
- Boreo Oyj Member of the Board and Chairman of the committee since 2020–,
- Caruna Networks Group Member of the Board 2015– and Chairman of Audit Committee 2016–,
- Fazer Group Chairman of the Board in several subsidiaries 2010–2024, Rannikkotykistösäätiö Member of the Board 2002–, Hartwall Capital Ltd Member of the Board and Chairman of the Audit Committee 2018–2020, Finland’s National Emergency Supply Organization Vice Chairman of the Food Sector 2016–2024
Independence:
Independent of the company and the major shareholders
Arto Halonen, born 1963
Member of the board since 2021, Deputy Chair since 2026
Finnish citizen
Main occupation: CEO of Oy Lunawood Ltd
Education: Engineer, wood technology 1994, University of Applied Sciences of Kotka
Background add
Primary working experience:
Various Senior VP and VP positions in UPM Group 2004–2012
Key positions of trust:
Chairman of the Board of Lunawood LLC 2024–, Chairman of the Board of Oy Lunawood Ltd 2020–, Member of the Board of Lunaholder Oy 2020–, Vice Chairman of the Board of Lämpöpuuyhdistys ry 2012–
Independence
Independent of the company and the major shareholders
Kai Koskinen, born 1968
Member of the board since 2026
Finnish citizen
Main occupation: Executive Chairman at HC TPS Turku Oy 2020–,
Education: M.Sc. econ 1997, University of Jyväskylä
Background add
Primary working experience:
- Executive Chairman at HC TPS Turku Oy 2020–,
- Executive Advisor at August Associates Oy 2020–,
- Founder and partner of August Associates Oy 2001–2020,
- Senior Adviser at Nordic Adviser Group Oy, 1999–2001,
- Consultant at PricewaterhouseCoopers Oy 1998–1999,
- Auditor at Price Waterhouse Oy 1997–1998
Key positions of trust:
- Turun Ratapihan Kehitys Oy Member of the Board of 2022–,
- Chairman of the Board of Artukaisten Kehitys Oy 2021–,
- HJK Oy Partner and member of the Board of 2009–,
- Jääkiekon SM-Liiga Oy Member of the Board of 2024–2025
Independence:
Independent of the company and the major shareholders
Rose-Mari Saarelainen, born 1998
Member of the Board since 2025
Finnish Citizen
Main occupation: Project sales engineer of Atlas Copco Kompressorit Oy
Education: Bachelor of Chemical engineering, Metropolia University of Applied Sciences 2023
Background add
Primary working experience:
Sales engineer of Säätö Oy 3–9/2023, Factory designer of Rejlers Finland Oy 2022–4/2023 and Jets Consulting Oy (merged to Rejlers Finland Oy) 2021–2022
Key positions of trust:
Member of the Board Saarelainen Oy since 2018 and Chairman of the Board 2020–2023, Member of Next working group of FBN Finland 2022-
Independence:
Not independent of the major shareholders. Independent of the company
Kari Saarelainen, born 1962
Member of the Board since 2026
Finnish Citizen
Main occupation: CEO and Chairman of eh Board of SunBrandi Oy 2020–
Education: M.Sc. in Economics, Jyväskylä University 1992
Background add
Primary working experience:
- Export manager at Honkarakenne Oyj, Austria and Switzerland 2001–2004,
- Manager at Artepro Oy 2004–2020, CEO at Epira Oy 1992–2001
Key positions of trust:
- Saarelainen Oy Chairman of the Board 2017–2018,
- Veljekset Saarelaisen säätiö sr Chairman of the Board 2017–2018,
- Honkarakenne Oyj Member of the Board 2004–2008 and 2018–2025,
- Epira Oy Member of the Board 2005–2010
Independence:
- Independent of the company
- Not independent of the major shareholders
Shareholder's nomination committee
Honkarakenne Oyj’s Annual General meeting on April 13, 2022 resolved to establish a Shareholders’ Nomination Committee. The Nomination Committee is responsible for preparing and presenting to the Annual General Meeting proposals regarding the number, selection and remuneration of the members of the Board of Directors.
The Nomination Committee consists of four members, of which the company's four largest shareholders are each entitled to nominate one member. In addition, the chairman of the company's Board of Directors acts as an expert member of the Nomination Committee.
The right to nominate the members representing the shareholders belongs to the four shareholders whose share of the votes produced by all of Honkarakenne's shares, according to the shareholder list maintained by Euroclear Finland Oy, is the largest on the last business day of August before the Annual General Meeting.
Composition of The Shareholders’ Nomination Committee
In April 2026, The Shareholders’ Nomination Committee of Honkarakenne Oyj reconvened to prepare a new proposal for the composition of the Board of Directors for the Annual General Meeting, following the announcement by Marko Saarelainen that he is not available for membership of the Company’s Board of Directors due to his appointment as President and CEO of Honka Japan Inc.
In addition, the Company received a notification from Saarelainen Oy stating that it will withdraw from the Shareholders’ Nomination Committee. The Company has invited Honkarakenne’s fifth-largest shareholder, Kalle Saarelainen, to join the Shareholders’ Nomination Committee.
As of 10 April 2026, the members of Honkarakenne Oyj’s Shareholders’ Nomination Committee are:
- Arimo Ristola, appointed by AKR-Invest Oy
- Marko Saarelainen, representing himself
- Kyösti Saarimäki, representing Arimo Ristola
- Kalle Saarelainen, representing himself
At its organizational meeting held on 10 April 2026, the Nomination Committee elected Arimo Ristola as Chair of the Committee. The Committee invited Honkarakenne Oyj’s Chairman of the Board, Timo Kohtamäki, to serve as an expert member of the Nomination Committee.
