Board of Directors

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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.

Independence of the 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.

Activities of the Board of Directors add

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.

Committees add

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.

Audit Committee

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)

Remuneration & Nomination Committee

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:

  • Assist the Board of Directors in its oversight and preparation of matters pertaining to corporate governance and reporting related to remuneration in Boreo
  • Assist the Board of Directors with monitoring and assessing the effectiveness of group remuneration schemes and preparation of annual reviews, target setting and scheme changes as relevant
  • Assist the Board of Directors with succession planning and appointments

Introductions of the Board members

Chairman of the Board Simon Hallqvist

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

Member Camilla Grönholm

Born 1964
Education: M.Sc.econ.
Member of the Board since April 16, 2020

Primary working experience: ROCKWOOL International A/S Human Resources Director CHRO and member of the group’s executive committee 2012 to 2020, Pöyry Oyj (HR director and member of the group’s executive committee 2006 to 2012) and Nokia Oyj (international HR tasks 1999 to 2006, last HR Director, Nokia Mobile Phones 2003 to 2006)

Member Jouni Grönroos

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

Member Ralf Holmlund

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

Member Martti Yrjö-Koskinen

Born 1972
Education: M.Sc. (Tech) & CEFA
Member of the Board since August 22, 2019
Member of the Audit Committee since August 22, 2019

Full time position: Partner Preato Capital AB

Primary work experience: COO & CFO Sanoma Media Finland Oy 2013 to 2017, Vice president of communications and investor relations Sanoma Oyj 2011 to 2013, Director TeliaSonera Eurasia TeliaSonera AB (publ) 2009 to 2010, Vice president of communications and investor relations TeliaSonera AB (publ) 2005 to 2009, Director of Finance TeliaSonera AB (publ) 2003 to 2005, financial expert Sonera Oyj 1999 to 2002

Primary positions of trust: Member of the Board Preato Capital AB, Preato Oy

Member Michaela von Wendt

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)

Indsider holdings

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Strategy

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