Investors > Corporate Governance > Board of Directors
Boreo’s Board of Directors is composed of a minimum of three and a maximum of seven members. The Annual General Meeting elects the Board of Directors for a term that ends upon the conclusion of the next Annual General Meeting. The Board elects the Chairman (and the Deputy Chairman, if applicable) from among its members.
The Company’s largest shareholders prepare a proposal for the composition of the Board of Directors.
Six members were elected to the Board in the Annual General Meeting on April 15, 2021. Simon Hallqvist, Ralf Holmlund, Michaela von Wendt, Camilla Grönholm, Jouni Grönroos and Martti Yrjö-Koskinen were re-elected as Board members.
Of the Board members elected by the Annual General Meeting on April 15, 2021 Camilla Grönholm, Jouni Grönroos, Ralf Holmlund and Michaela von Wendt are independent of the company and the company’s main shareholders.
Chairman of the Board of Directors Simon Hallqvist is a significant shareholder of the company through Preato Capital AB. Martti Yrjö-Koskinen is an owner of Preato Capital AB and acts as a Board member in Preato Capital AB. Preato Capital AB became the largest owner of the company in a share acquisition carried out on June 14, 2019.
Martti Yrjö-Koskinen acted as interim CEO of the company from February 2 to May 4, 2020.
According to the Articles of Association, the Board of Directors is responsible for the tasks of the Board of Directors defined in the Companies Act. The Board of Directors has compiled a written charter that defines the Board’s main duties and operating methods.
According to the charter, the following are part of the Board’s duties:
Approve the Company’s strategy and long-term objectives, and monitor the implementation of the objectives and strategies
Approve strategically important plans, acquisitions, and investments
Monitor and assess financial reporting
Monitor financial performance and process and approve financial reports
Ensure that the Company has defined the operating principles of internal control, internal audit, and risk management
Monitor and assess the effectiveness of the internal control, internal audit, and risk management systems
Prepare the proposal for the election of the auditor and monitor the audit, and assess the auditor’s performance and independence
A more detailed description of the Board’s duties can be found in the Charter of the Board of Directors.
Boreo’s Board of Directors may establish specific committees to assist the Board of Directors in their duties. The members of the board committees, as well as their Chairmen, will be appointed annually by the Board of Directors amongst its members, and the Board approves the charters of the committees. The committees have no independent decision-making power, they act as preparatory bodies and the issues they discuss are submitted to decision to the Board of Directors.
The Board of Directors decided to establish a Remuneration & Nomination Committee in 2020. In 2019, the Board of Directors established an Audit Committee.
The duties and responsibilities of the Committees are described in the Charters of the Committees.
On April 16, 2020, Jouni Grönroos was appointed as the Chairman of the Audit Committee and Ralf Holmlund and Martti Yrjö-Koskinen as the members. On April 15, 2021, Camilla Grönholm was appointed as the Chairman of the Remuneration & Nomination Committee and Simon Hallqvist and Michaela von Wendt as the members.
The Committee shall comprise three to four members appointed by the Board of Directors, including the Chairman of the Committee. A majority of the members must be independent in accordance with the Finnish Corporate Governance Code 2020. In addition, one of the members must be independent of the company’s major shareholders. The Committee consists of non-executive members only.
The Chairman determines the schedule of the Committee meetings and sets meeting agendas in consultation with the members. The Committee shall meet at least four times per year.
The key duties of the Audit Committee in accordance with the charter approved by the Board of Directors for the committee are:
monitoring and assessing financial reporting processes
monitoring the quality and integrity of financial reports
monitoring and assessing the effectiveness of internal control, internal audit, and risk management systems
evaluating the process and effectiveness of internal audits
evaluating the qualifications and performance of the auditor
monitoring and assessing the independence of the auditor and preparing the proposal for the election of the auditor and their fee
preparing and implementing other tasks given by the Board of Directors
the Chairman of the Committee shall report regularly to the Board of Directors and submit the minutes of its meetings to the Board of Directors
Charter of the Audit Committee (pdf)
The Committee shall comprise three to four members appointed by the Board of Directors, including the Chairman of the Committee. A majority of the members must be independent in accordance with the Finnish Corporate Governance Code 2020. In addition, one of the members must be independent of the company’s major shareholders. The Committee consists of non-executive members only.
The Chairman determines the schedule of the Committee meetings and sets meeting agendas in consultation with the members. The Committee shall meet at least three times per year.
The key duties of the Remuneration & Nomination Committee in accordance with the charter approved by the Board of Directors for the committee are:
Born 1967
Education: M.Sc. econ.
Member of the Board since August 22, 2019, Chairman since March 3, 2020
Full time position: Partner in Preato Capital AB
Primary work experience: Preato Capital AB (Founding Partner 2004-), Argnor Wireless Ventures (Investment Director 2001 to 2004) and Oracle Finland Oy (Account Manager 1995 to 1999)
Primary positions of trust: Chairman of the at Board Preato Capital AB, Preato Oy and Consivo Group AB
Born 1964
Education: M.Sc.econ.
Member of the Board since April 16, 2020
Primary working experience: ROCKWOOL International A/S, Denmark, SVP Group Human Resources and Member of Group Management 2012 to 2020, Pöyry Plc, Finland, EVP, Human Resources and Member of the Group Executive Committee from 2006 to 2012, Nokia Oyj (international HR tasks 1999 to 2006, last HR Director, Nokia Mobile Phones 2003 to 2006)
Born 1965
Education: M.Sc. econ.
Member of the Board since April 16, 2020
Chairman of the Audit Committee since April 16, 2020
Full time position: Fazer Group CFO and Vice President, as well as member of the group’s executive committee
Primary work experience: Rapala VMC Oyj CFO (2005 to 2010), AvestaPolarit Oyj vice CFO and later CFO (2001 to 2005), Outokumpu Oyj Group tax manager, deputy director and later Vice President (1990 to 2001), head accountant at KPMG (1989 to 1990)
Primary positions of trust: Hartwall Capital Oy and Caruna Networks Oy member of the Board and Chairman of the Audit Committee, member of the Board at the Coastal Artillery Foundation, deputy member of the Board at East Office of Finnish Industries Oy
Born 1954
Education: M.Sc. econ.
Member of the Board since March 2, 2020
Member of the Audit Committee since March 3, 2020
Primary work experience: Esso / ExxonMobil (1980 to 2009), CEO Suomen Lähikauppa Oy (2010 to 2016)
Primary positions of trust: Örum Oy Ab and Carspect AB Chairman of the Board, Restel Oy and Telko Oy member of the Board
Born 1984
Education: M.Sc., Aalto University, Information Networks
Board member since 2022
Full time position: Wolt, co-founder (several responsibilities)
Primary work experience: Wolt, Co-founder (2014–);
Helsingin Sanomat, editor, journalist (2007–2013); columnist,
author, public speaker (2013–)
Primary positions of trust: –
Born 1980
Education: M.Sc. econ.
Member of the Board since April 12, 2018
Full time position: Managing director of Lundia Oy (since 2011)
Primary work experience: Country Manager Universum (2006 to 2011), Ålandsbanken Abp (2000 to 2006)
Primary positions of trust: member of the Board PPL Media Oy (since 2009)