Board of Directors

Members of the Board of Directors

Liisa Harjula

Born 1972, M.Sc. (Econ.), LL.M, LL.M with court training
Finnish citizen

Chairperson of the Board (2017–)

Member of the Audit Committee (2018-)

Independent of VMP

Dependent on a major VMP shareholder

Work experience

Sentica Partners Oy, Investment director, CFO & IR (2013–)
Sentica Partners Oy, Investment director (2009–)
Sentica Partners Oy, Investment manager (2007–2009)
Asianajotoimisto Astrea Oy: Legal counselor/Attorney (2005–2007)

Board memberships

VMP Group (2017–)
Secto Automotive Group Oy (2014–)
Purkupiha Group Oy (2018–)
Arjessa Oy (2010–2016)

 

Tapio Pajuharju

Born 1963, M.Sc. (Econ.)

Finnish citizen

Member of the Board (2010–)

Independent of VMP and its major shareholders

Work experience

Harvia Group, CEO (2016–)
Oy Hartwall Ab, CEO (2014–2016)
Lumene Oy, CEO (2004–2014)
Huhtamäki Group, several management positions (1988–2004)

Board memberships

Varamiespalvelu Group (2010-)
Saunamax Oy (2017–)
Overlandpark Oy (2011–)
Walki Group Oy (2016–)
Harvia Oy (2014–2016)
Halti Oy (2012–2014)
SM-Liiga Oy (2013–2017)

 

Paul Savolainen

Born 1976, vocational qualification in information technology, Further Qualification for Entrepreneurs

Finnish citizen

Member of the Board (2013–)

Independent of VMP

Dependent on a major VMP shareholder

Work experience

Meissa-Capital Oy, CEO (2013–)
SVP-Invest Oy, CEO (2008–)

Board memberships

Varamiespalvelu Group Oy (2013–)
Meissa-Capital Oy (2013–)
SVP-Invest Oy (2009–)

 

Mika Uotila

Born 1971, M.Sc. (Econ.)

Finnish citizen

Member of the Board (2017–)

Member of the Audit Committee (2018-)

Independent of VMP

Dependent on a major VMP shareholder

Work experience

Sentica Partners Oy, CEO (2007–)
Sentica Partners Oy, Investment Director and Partner (2004–2007)
Sentio Invest Oy, Investment director and Partner (2002–2004)
Sonera Oy and Sonera SmartTrust Oy, several specialist and management positions (1995–2001)

Board memberships

VMP Group (2017-)
Func Food Finland Oy (2014–)
Solteq Oyj (2015–)
Pihlajalinna Oyj (2014–2016)
Descom Group Oy (2009–2014)
Ammania Oy (2016–)
Orneule Oy (2010–)
Arjessa Oy (2013–2014)
Treston Group Oy (2011–2014)

Heimo Hakkarainen

Born 1957, B.Sc. (Business Admin. & Econ.), eMBA
Finnish citizen

Member of the Board (2018–)

Dependent on VMP

Independent of VMP’s major shareholders

Work experience

Varamiespalvelu Group, CEO (2012–2018)
Vierumäki Oy, CEO (2010–2011)
Norpe Oy, CEO (2003–2010)
CHEP Oy, CEO of the Nordic Operations (2000–2003)
Fazer Oy, several management positions (1994–2000)

Board memberships

VMP Oyj (2018–)
Treamer Oy (2016–)
PALTA ry (2015–)
Satatuote Oy (2014–)

Supervisory board memberships

Ilmarinen (2018–)

 

Joni Aaltonen

Born 1970, BBA

Finnish citizen

Member of the Board (2018–)

Chairperson of the Audit Committee (2018-)

Independent of VMP and its major shareholders

Work experience

Pihlajalinna Oyj, CEO (2017–)
Pihlajalinna Oyj, SVP of Primary and Social Care Segment (2016–2017)
Pihlajalinna Oyj, COO (2015–2016)
Pihlajalinna Terveys Oy, CFO (2015)
Pihlajalinna Oy, CFO (2008–2014)
Plenware Oy, CFO (2005–2008)
KPMG Oy Ab, auditor (2001–2004)

Board memberships

Vendero Oy (2013–)
Kemvit Oy (2014–)
Posa Oy (2014–)

Kati Hagros

Born 1970, M.Sc. (Eng.) and M.Sc. (Soc.)

Finnish citizen

Member of the Board (2019–)

Independent of VMP and its major shareholders

Work experience

Aalto University, Chief Digital Officer, 2016–

KONE Corporation, SVP, Digitalization Strategy, Service Business, 2015–2016

KONE Corporation, SVP, Development, and CIO, 2010–2015

Nokia Corporation, Vice President, IT, Finland and the UK, 2007–2009

Nokia Corporation, Vice President, Quality, Finland and the UK, 2004–2007

Nokia Mobile Phones, Finland and Asia-Pacific, various positions, 1997–2004

Board memberships

Tokmanni Group Oyj, Member of the Board, 2016-

Siili Solutions Oyj, Member of the Board, 2016–

Nixu Oyj, Member of the Board, 2014–

Timur Kärki

Born 1971, M.Sc. (Tech.)

Finnish citizen

Member of the Board (2019–)

Independent of VMP and its major shareholders

Work experience

Gofore Plc, Managing Director (2010 – )
Gofore Ltd, Projects Director (2002 – 2010)

Board memberships

Gofore Ltd (2001–2017)
Ilves-Hockey Oy (2017- )
Navakka Group Oy (2019-)

Duties of the Board of Directors

The duties and operating principles of the Board of Directors are based on Finnish law, particularly the Limited Liability Companies Act (624/2006) and the Security Markets Act (2012/746), as well as the Company’s Articles of Association. The duty of the Board of Directors is to advance the interests of the shareholders and the Company by taking care of, among other things, VMP’s strategic guidelines, and of the appropriate organization of the Company’s business, governance and operations. The Board handles and decides on all matters of significance to the Company relating to its operations. The Board is also responsible for ensuring that the supervision of the Company’s accounting and financial administration has been organized appropriately.

VMP’s Articles of Association do not define other tasks for the Board. The Board has jurisdiction on all matters that do not by law or by the Articles of Association belong to any other governing body.

The Board monitors the development of Group operations mainly through the CEO’s reviews and monthly reports. The Chairperson of the Board leads the work of the Board in such a way that the Board’s tasks are carried out efficiently and expediently.

The Board has prepared written Rules of Procedure defining its tasks and activities in detail. According to the Rules of Procedure, the Board steers and supervises the Company’s operational management. In addition, the Board:

  • Steers the operations of the Company in a manner that brings maximum long-term added value to the capital invested in the Company while taking the various stakeholder groups into consideration;
  • Confirms the strategy and annual budget and supervises their execution;
  • Approves the Company’s strategic targets and risk management principles;
  • Resolves on the corporate governance and steering systems and ensures the operation of the management system;
  • Appoints and dismisses the CEO and the deputy CEO and decides on the terms of their service contract;
  • Appoints the directors who report directly to the CEO at the proposal of the CEO and decides on the remuneration principles of the members of the Management Team;
  • Approves the incentive schemes of the CEO and other Management Team members and the remuneration principles applied by the Company;
  • Approves the Company’s practices related to the Market Abuse Regulation and the Company’s insider guidelines, defines the Company’s permanent insiders and supervises compliance with the insider guidelines and regulations relating to the insiders;
  • Approves the operating principles of the Group’s internal control and auditing, and supervises compliance with them;
  • Resolves on the Group’s disclosure policy and supervises compliance with it, and approves the Group’s significant releases;
  • Resolves on matters related to the Group’s insurance and guarantee matters, financing policy, financing agreements and the purchase and sale of significant asset items;
  • Reviews and approves interim reports and financial statements;
  • Reviews and approves all mergers, acquisitions, corporate restructuring arrangements and investments with a total value of over EUR 100,000 and other particularly significant decisions;
  • Reviews all contracts and business transactions with the owners of the Company and the Management Team, their related parties and entities controlled by them;
  • Approves the Company’s structural changes and confirms the organization of the Company at the proposal of the CEO;
  • Assesses annually its own operations and collaboration with the management; and
  • Deals with other matters that the Chairperson of the Board and the CEO have agreed to be dealt with by the Board of Directors or matters that are otherwise within the decision-making power of the Board of Directors based on the Limited Liability Companies Act, other Acts, the Company’s Articles of Association or other applicable rules or regulations.

Once each year, the Board of Directors self-evaluates its activities and working methods. The Board’s self-evaluation will be carried out for the first time in spring 2019.

The Board meets both regularly and as necessary. At least one Board strategy meeting is held annually, where, among other things, the Company’s long-term strategic targets are approved. The Board meets with the auditor during at least one meeting.

Members of the Company’s operational management who regularly attend Board meetings are the CEO and the Chief Financial Officer (CFO), who are not members of the Board. The meetings are also attended by a Board-invited secretary.

The Board of Directors constitutes a quorum when more than half of its members are present. The Board strives towards unanimous decisions, but if necessary, issues on the agenda are voted on. Decisions are made by simple majority vote. In case of a tie, the decision shall be the one that the Chairperson concurs with.

The Board’s Audit Committee

The Audit Committee consists of a Chairperson and two (2) members elected by the Board from among its members at the Board of Directors meeting following the Annual General Meeting. A majority of the Committee members shall be independent of the Company and at least one member shall be independent of major shareholders of the Company. The members of the Audit Committee shall have the qualifications necessary to perform the responsibilities of the Committee, and at least one member shall have expertise in accounting, bookkeeping or auditing.

The Board has confirmed the key responsibilities and operating principles of the Audit Committee in the Committee’s Rules of Procedure. The Committee meets regularly at least four (4) times per year. The term of office of the members is one year. The Board of Directors nominates the Chairperson of the Committee.

The Chairperson of the Audit Committee prepares an agenda for the Committee’s meetings and decides its content after discussing the matter with the Company’s management. The CFO or other person appointed by the Committee acts as the Audit Committee’s secretary. The minutes of the Audit Committee’s meetings are presented to the Board, and the Chairperson of the Committee reports the Committee’s key findings to the Board.

According to its Rules of Procedure, the responsibilities of the Audit Committee are to:

  • Monitor the Company’s financing and financial position;
  • Monitor the Company’s financial statements reporting process;
  • Monitor the financial reporting process and acquisition processes;
  • Monitor the efficiency of the Company’s internal control, auditing and risk management systems;
  • Review the Company’s report on its governance system, including the description of the main features of the control and risk management systems relating to the financial reporting process;
  • Monitor the statutory auditing of the financial statements and of the consolidated financial statements;
  • Assess the independence of the statutory auditor or audit firm;
  • Assess the audit firm’s offering of auxiliary services;
  • Prepare a proposal for the decision concerning the election of an auditor;
  • Maintain contact with the auditor and review the reports prepared by the auditor for the Audit Committee; and
  • Assess compliance with laws and statutory regulations.