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–)

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–)

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–)

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–)

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)

 

Virva Vesanen

Born 1986, M.Sc. (Econ.)

Finnish citizen

Member of the Board (2017–)

Work experience

Sentica Partners Oy, Investment Manager (2015–)
Sentica Partners Oy, Analyst (2011–2015)

Board memberships

VMP Plc (2017–)
Silta Group Oy (2017–)
Silta Oy (2017–)

 

Heimo Hakkarainen

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

Member of the Board (2018–)

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–)

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–)

Duties of the Board of Directors

The task of the Board of Directors is to see to the governance of the Company and ensure the appropriate organization of the Company’s operations. According to VMP’s Articles of Association, the Board of Directors consists of a minimum of three and a maximum of ten ordinary members. The term of office for members of the Board of Directors expires at the end of the next Annual General Meeting of shareholders following the election.

The duties and operating principles of the Board of Directors are based on Finnish law, in particular, the Limited Liability Companies Act and Security Markets Act, as well as on the Company’s Articles of Association. For example, the Board of Directors is responsible for defining strategy for VMP and duly arranging VMP’s business, administration and operations, and makes decisions on the most significant mater related to the Company’s operations. The Board of Directors constitutes a quorum when more than one-half of the members are present. The Board of Directors or any of its members may not comply with a decision made by the General Meeting or the Board of Directors that is invalid due to breaching legislation of the Articles of Association.

In addition to steering and monitoring the Company’s operational management, VMP’s Board of Directors:

  • steers the operations of the Company in a manner that brings maximum long-term added value to the assets invested in the Company, taking the various stakeholders groups into consideration;
  • confirms the strategy and annual budget and supervises their implementation;
  • approves the Company’s strategic targets and the 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 to the CEO at the proposal of the CEO and decides on the remuneration principles of the members if the management team;
  • approves the incentive systems of the CEO and other management members and the remuneration principles applied by the Company;
  • confirms the Company’s practices related to the Market Abuse Regulation and the Company’s insider guidelines, indicates permanent insiders and supervises compliance with the insider guidelines and regulations relating to the insiders;
  • confirms the operating principles of the group’s internal control and audit and supervises compliance with them;
  • resolves on the group’s disclosure and supervises compliance with it and approves the group’s significant releases;
  • resolves on matters related to the group’s insurances and guarantees, financing policy, financing agreements and the purchases and sales 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 100,000 euro and other particularly significant decisions
  • reviews all contracts, agreements 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 its own operations and collaboration with the management annually; 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 and other possible rules and regulations.

Board Committees

VMP’s Board of Directors has appointed an Audit Committee from among its members, with Liisa Harjula as its Chairman and Mika Uotila and Joni Aaltonen as its members.

The Board of Directors has confirmed the Audit Committee’s key duties and operating principles in the Board Audit Committee Charter. The Audit Committee consists of the Chairman and at least two (2) members, which the Board selects from amongst its members at the Meeting of the Board of Directors following the Annual General Meeting. The term of office of the members is one year. The Board of Directors nominates the Chairman of the Committee. The Committee meets regularly at least four times per year. The Chairman of the Audit Committee prepares an agenda for the Committee’s meeting 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 secretary of the Audit Committee. The minutes of the Audit Committee’s meetings are placed available to the Board of Directors, and the Chairman of the Committee reports the major findings of the Committee to the Board of Directors. Majority of the Committee members shall be independent of the Company and at least one member shall be independent of significant 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 specifically in accounting, bookkeeping or auditing. The Audit Committee has the following duties:

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