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.
Timo Kohtamäki, born 1963
Chairman of the board since 2023, member of the board since 2017
Finnish citizen
Main occupation: CEO of Suomen-Rata Oy
Education: M.Sc. (civil engineering), Lic.Tech.
Background add
Primary working experience:
Lemminkäinen 1996–2014, President and CEO 2009–2014
Key positions of trust:
Member of the board Are Oy 2015–2018, Chairman of the Board Are 2018–2022, Member of the Board Kreate Oy 2015–, Member of the Board Luja Group Oy 2017–, Chairman of the Board Finnish Construction Industries RT 2011-2012, Member of the Board Confederation of Finnish Industries 2011–2012
Independence
Independent of the company and the major shareholders
Arto Halonen, born 1963
Member of the board since 2021
Finnish citizen
Main occupation: CEO of Oy Lunawood Ltd
Education: Engineer, wood technology
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 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
Antti Tiitola, born 1967
Member of the board since 2023
Finnish citizen
Main occupation: CEO of Konsulantti Oy
Education: Commercial college graduate
Background add
Primary working experience:
Various VP positions at Broman Group Oy, 2016–2022; Executive Vice President, Business segment, Neste 2014–2016; SVP, VR Group, 2012–2014; CEO, Lidl Suomi Ky, 2000–2011
Key positions of trust:
Lumon Invest Oy, Member of the Board of Directors 2023–; Finnish Golf Union, President, 2013–; LTP Group Oy, Member of the Board of Directors, 2022–2023; Broman Group Oy: Member of the Board of Directors, 2012–2022; PHM Group, Member of the Board of Directors 2019–2020; Raisio Oyj, Member of the Board of Directors, 2014–2017; Verkkokauppa.com Plc, Member of the Board of Directors, 2014–2016; Fennia-konserni hallintoneuvoston jäsen 2021–, Mutual Pension Insurance Company Eläke-Fennia, Member of the Supervisory Board 2005–2006 and 2009-2010, Member of the Consultative Committee of Large Customers 2002–2004 and 2007–2008, Federation of Finnish Commerce, Member of Trade Policy Committee 2009–2010 and 2017–2022
Independence
Independent of the company and the major shareholders
Maria Ristola, born 1983
Member of the board since 2021
Finnish Citizen
Main occupation: Sales manager of Lääkärikeskus Aava Oy, Large customers 2017–
Education: Executive MBA, Nurse, Occupational health nurse
Background add
Primary working experience:
Development manager of Diacor Terveyspalvelut Oy 2016–2017 and occupational nurse 2009–2016, Sales manager of Lääkärikeskus Aava Oy 2017, Health and wellness coach of Energiapankki Oy 2015–2016, Occupational health nurse of VITA-terveyspalvelut Oy 2007–2008
Independence
Not independent of the major shareholders
Independent of the company
Kari Saarelainen, born 1962
Member of the board since 2018
Finnish citizen
Main occupation: CEO and Board Member of SunBrandi Oy 2020–
Education: M.Sc. in Economics
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:
Member of the Board at SunBrandi Oy 2020–, Chairman of the Board at Saarelainen Oy 2017–2018, Chairman of the Board at Veljekset Saarelaisen säätiö sr 2017–2018, Member of the Board at Honkarakenne Oyj 2004–2008, Export manager at Honkarakenne Oyj, Austria and Switzerland 2001–2004, Member of the Board at Epira Oy 2005–2010
Independence
Not independent of the major shareholders.
Independent of the company.
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 2022 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:
• Mauri Saarelainen, appointed by Saarelainen Oy
• Arimo Ristola, appointed by Akr-invest Oy
• Marko Saarelainen, presenting himself and
• Tanja Susanne Eronen, appointed by Nordea Nordic Small Cap Fund.
In its meeting on November 8, 2022, the Nomination Committee elected Mauri Saarelainen as chairman of the Committee and invited Kyösti Saarimäki, Chairman of Honkarakenne's Board of Directors, to act as an expert member in the Committee.
Honkarakenne Oyj | Lahdentie 870 | 04430 Tuusula