Corporate governance

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.

Timo Kohtamäki, born 1963

Member of the Board since 2017, Chairman of the Board since 2023
Finnish citizen
Education: M.Sc. (civil engineering) 1989, Lic.Tech. 1996, Tampere University of technology

Arto Halonen, born 1963

Member of the board since 2021
Finnish citizen
Main occupation: CEO of Oy Lunawood Ltd
Education: Engineer, wood technology 1994, University of Applied Sciences of Kotka

Maria Ristola, born 1983

Vice Chairman of the board since 2024, member of the board since 2021
Finnish Citizen
Main occupation: Account Director, Lääkärikeskus Aava Oy
Education: Executive MBA 2023, Jyväskylä University School of Business and Economics, 2021–2023, Occupational health nurse 2009, Metropolia University of Applied Science, Nurse 2006, Metropolia University of Applied Science

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

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.

Honkarakenne's four largest shareholders on 31 August 2024 were Saarelainen Oy, Ark-invest Oy, Marko Saarelainen, CEO of Honkarakenne Oyj and Nordea Nordic Small Cap Fund. The above-mentioned shareholders have exercised their naming rights.

The following members have been appointed to Honkarakenne’s Shareholders’ Nomination Committee:

• Julius Pihlaja, appointed by Saarelainen Oy
• Arimo Ristola, appointed by Akr-invest Oy
• Marko Saarelainen, presenting himself and
• Josefin Degerholm, appointed by Nordea Nordic Small Cap Fund.

In its meeting on October 24, 2024, the Nomination Committee elected Julius Pihlaja as chairman of the Committee and invited Timo Kohtamäki, Chairman of Honkarakenne's Board of Directors, to act as an expert member in the Committee.

Charter for the Shareholders' Nomination Board