Board of Directors and its committees
The company’s Board of Directors is responsible for the management of the company and the appropriate organisation of its activities. The Board of Directors is responsible for ensuring that the supervision of the company’s accounting and financial management has been appropriately organised. The Board of Directors and individual Board members shall not comply with any decisions made by the General Meeting or the Board of Directors that are invalid due to being contrary to the Finnish Limited Liability Companies Act or the company’s Articles of Association. The General Meeting elects the members of the Board of Directors.
The Board of Directors is elected annually at the General Annual Meeting. Pursuant to the company’s Articles of Association, the company has a Board of Directors consisting of 3–7 ordinary members. The term of office of the Board members ends at the conclusion of the Annual General Meeting following their election. The Chairman of the Board of Directors, the Chief Executive Officer and any individuals authorised by the Board of Directors to represent the company shall have the right to represent the company. The Board of Directors shall decide on the granting of the right of representation and the right to sign on behalf of the company.
|Name||Position of the Board of Directors||Nationality||Year of birth||Year of appointment|
Pertti Huuskonen has been the Chairman of the Board of Directors of Hoivatilat since 2011. Huuskonen has additionally worked at Lunacon Oy since 2011 as an adviser for high-growth enterprises, as a Board professional and investor in Finland and the Baltic countries, and as the company’s CEO and Chairman of the Board of Directors. Since 2014 Huuskonen has been the Chairman of the Board of Directors of the Lehto Group Oyj until 11.4.2018, prior to which he was a Board member in 2013–2014. Huuskonen served as a Board member in the Estonian residential and retail property development company AS Pro Kapital Grupp in 2012- 2019 and Kaleva Oy in 2012-2018 . Huuskonen was the Chairman of the Board of Directors of Technopolis Oyj in 2008–2012, a member of the Board in 2012–2013 and the company’s CEO in 1985–2008. Huuskonen has worked as an academic adviser and lecturer at the Oulu Business School at the University of Oulu, and he was the Honorary Consul of Sweden in Oulu Province in 1997–2013. Huuskonen’s academic qualifications include a M.Sc. degree in Engineering from the University of Oulu in 1983, a marketing degree from the Institute of Marketing in 1986 and an eMBA from the University of Oulu in 1991.
Satu Ahlman has been a member of the Board of Directors of Hoivatilat since 2017. Ahlman has worked since 2012 as the founder shareholder and since 2015 as the CEO of Ahlman & CO Development Oy, which provides expert services for business development to service providers in the social and healthcare field. Ahlman has worked at Ahlman & Co Development Oy as a business consultant in the establishment, growth, development of service providers and M&A transactions in social and healthcare field for a significant number of companies in the social and healthcare field. Before establishing Ahlman & Co Development, Ahlman worked as a consultant entrepreneur in the social and healthcare field from 2005–2012. Satu Ahlman graduated from the University of Jyväskylä with a bachelor’s degree in education and a kindergarten teacher’s degree in 2002. In addition, she has undertaken studies at the University of Jyväskylä for a master’s degree in economics.
Nathalie Clément has been a member of the board of directors of Hoivatilat since 2019. Clément is director of corporate responsibility at Konecranes. She has many years of experience in corporate responsibility, and has previously worked for companies including KPMG, where she was a consultant on responsible investing, and as partner and climate director in Natural Interest. Clément has also worked at Samfundet Folkhälsan in positions related to leadership and development in the day care sector. Prior to Folkhälsan, Clément worked in the political department of the Finnish Ministry of Foreign Affairs, working on Finnish relations with Asian and African countries. Clément graduated from the University of Helsinki with a Master’s degree in social sciences in 1995.
Paul Hartwall has been a member of the board of directors of Hoivatilat since 2019. He has been CEO of the private investment company Kusinkapital since 2008. Hartwall has been chair of the board of 2Care Capital since 2018. He has been a member of the board of directors of Terveystalo since 2019, a member of the board of directors of Hartwall Capital since 2010, and member of the board of directors of Ultivista since 2009. Hartwall graduated from the University of Vaasa with a Master’s degree in economics in 2006.
Reijo Tauriainen has been a member of the Board of Directors of Hoivatilat since 2015. Tauriainen serves as a Board professional in several companies. His current positions include Chairman of the Board of Directors of Meka Pro Oy, Arvo Invest Nordic Oy and Osuuskunta PPO. He is a member of the Board of Directors of Temotek Oy, Temotek Palvelut Oy, Uros Oy, Propria Oy and Lapwall Oy. Tauriainen has extensive and diverse experience of senior roles in strategic and operational management, finance, financial management and human resources management in the property sector, the banking sector and the mobile phone ODM business. Reijo Tauriainen has been the CFO of Technopolis Oyj since 2004 and the company’s deputy CEO since 2009. Prior to joining Technopolis, Tauriainen worked as CFO at Flextronics ODM Finland Oy from 2001–2004. Tauriainen graduated from the University of Oulu with a master’s degree in economics in 1982.
Kari Nenonen has been a member of the Board of Directors of Hoivatilat since 2018. Nenonen served as a Mayor of the City of Vantaa from 2012-2018. Nenonen has also worked as a Vice Precident at the Association of Finnish Municipial Authorities from 2010-2011 and as CEO at Hospital District of Helsinki and Uusimaa from 2007-2009.
In order to increase the efficiency of its operation, the Board has established two permanent committees from among its members, namely an Audit Committee and a Remuneration Committee. The committees report to the Board of Directors on their work, and they have confirmed rules of procedure.
The committees do not have an independent decision-making power but they function as preparatory bodies and bring the matters subject to consideration for the decision-making of the Board of Directors. The Board of Directors is responsible for the tasks directed to the committees. The committees report to the Board of Directors on their work regularly. The reports contain a summary of the matters handled and actions proposed by the committees. The Actual General Meeting determines the remuneration of the committee members.
The Audit Committee is responsible for preparing matters related to the company’s financial control and reporting.
The basic task of the Audit Committee is to:
- monitor the reporting process for the financial statements
- control the financial reporting process
- monitor the efficiency of the company’s internal audit, possible internal audit and risk management systems
- process the description of the main features of the internal audit and risk management systems relating to the company’s financial reporting process included in the company’s corporate governance system report
- monitor the statutory audit of the financial statements and the consolidated financial statements
- assess the independency of the statutory auditor or the authorised public accountants and especially the provision of ancillary services to the company, and
- prepare the draft resolution concerning the election of the auditor.
The Board of Directors of the company will appoint the chairman and the members of the Audit Committee. The Audit Committee consists of three Board members of which at least one must have expertise in the field of accountancy, bookkeeping or auditing. The members of the Committee are independent both of the company and its major shareholders.
The Audit Committee convenes at least four times a year, and besides the Committee members, the CEO and the CFO of the company as well as optionally the auditors of the company will also participate in the Committee meetings. The Committee members may also meet with external auditors without the representatives of the operating senior management being present at the said meeting.
The Remuneration Committee is responsible for preparing matters related to the remuneration of the CEO and other senior management, as well as the remuneration systems of other employees.
The basic tasks of the Remuneration Committee are to:
- prepare the salaries of the senior management and other financial benefits
- prepare matters concerning the company’s remuneration systems
- assess the remuneration of the CEO and other senior management as well as to ensure the adequacy of the remuneration systems
- answer questions relating to the salary and remuneration settlement at the General Meeting
- prepare the nomination matters of the CEO and other senior management as well as survey their successors, and
- plan for the remuneration of other personnel and the development of the organisation.
The Board of Directors of the company will appoint the chairman and the members of the Remuneration Committee. The members of the Committee must be independent both of the company and its major shareholders, and the CEO or other Board members belonging to the senior management may not be a Committee member.
The Remuneration Committee convenes at least twice a year. The Remuneration Committee may, if necessary, use external experts. In that case, the Committee makes sure that the advisor is not also an advisor to the operating senior management in any capacity that might cause a conflict of interest.
Shareholders’ Nomination Board
On 18 February 2016, based on the proposal of the Board of Directors, the company’s Annual General Meeting resolved to establish a Shareholders’ Nomination Board that will remain in effect until further notice. The Nomination Board will be tasked annually with preparing proposals for the Annual General Meeting regarding the election and remuneration of the members of the Board of Directors. The main task of the Nomination Board is to ensure that the Board of Directors and its members have sufficient expertise and knowledge for the needs of the company and to prepare, in this respect, well-founded proposals related to the election and remuneration of the Board members to the General Meeting.
The Chairman of the Board of Directors shall be responsible for requesting the three largest shareholders, based on shareholdings on 1 September of each year, to nominate one member each to the Shareholders’ Nomination Board. The Shareholders’ Nomination Board shall elect a Chairman from among its members. The term of office of the members of the Shareholders’ Nomination Board shall end each year once the new Shareholders’ Nomination Board has been appointed. The Shareholders’ Nomination Board convenes at least once a year.