Main duties of the Board

The main objective of the Board of Directors is to direct Suominen’s strategy in a way that in the long run it enables the delivery of the financial targets set for Suominen and maximizes shareholder value while simultaneously taking into account the expectations of key stakeholders.

The Board is responsible for the administration and proper organization of Suominen’s operations and for making decisions on matters that are likely to have a major impact on the company. The Board convenes according to an annual meeting plan.

The Chair and members of the Board of Directors are elected by the General Meeting of Shareholders. Pursuant to the Articles of Association of the company, the Board shall have at least three and no more than seven members.

Main duties

The duties of the Board of Directors are defined in Finnish laws and regulations, Suominen’s Articles of Association, the Finnish Corporate Governance Code and the Charter of Suominen’s Board of Directors. The main duties are the following:

to approve the company’s strategy and oversee its implementation,
to approve the company’s long-term targets and monitor their implementation,
to approve the company's annual business plan, and sustainability agenda,
to approve the company's Code of Conduct and key corporate policies,
to approve major business acquisitions, divestments, investments and expenditures,
to approve major external funding (both debt and equity), capitalization of subsidiaries, and guarantees and mortgages,
to decide on the appointment and dismissal of the CEO and other members of the Executive Management Team and to decide on their terms of employment and remuneration,
to approve the company’s organizational structure,
to monitor and supervise the company’s performance and to ensure the effectiveness of its management,
to ensure continuity of business operations by overseeing the succession planning of the Executive Management Team,
to decide on the company’s share-based long-term incentive schemes,
to approve the company's Remuneration Policy and the Remuneration Report,
to approve the company’s financial reports, including annual accounts, interim reports, report by the Board of Directors and financial statement releases, and the Corporate Governance Statement,
to ensure that the company has adequate planning, information and control systems and resources for monitoring results and managing risks,
to monitor evaluation and management of significant risks relating to Suominen’s strategy and business operations,
to convene General Meetings of Shareholders,
to establish a dividend policy and make a proposal on distribution of dividend,
to make a proposal concerning the election of the auditor and the auditing fees, and
to make other proposals to General Meetings of Shareholders.

Independence of the Board members

The Board of Directors has evaluated the independence of its members. All members are independent of the company. All members are also independent of the significant shareholders of the company, with the exception of Andreas Ahlström, who acts as Investment Director at A. Ahlström Corporation. The largest shareholder of Suominen, Ahlstrom Capital B.V., is a group company of A. Ahlström Corporation.

Meeting practice

The Board of Directors convenes under the direction of the Chair of the Board or, if the Chair is unable to attend, the Deputy Chair of the Board. Principally, the matters are presented by the CEO of the Company.

In 2023 the Board convened 15 times, of which eight times were per capsulam. The attendance rate at the meetings was 100%. The participation of each individual member is presented in the following table.

Name		Participation
Jaakko Eskola	Chair	15/15
Andreas Ahlström	Deputy Chair	15/15
Aaron Barsness	Member	15/15
Björn Borgman	Member	15/15
Nina Linander	Member	15/15
Laura Remes	Member	11/11

Until April 3, 2023
Laura Raitio	Member	4/4

Updated on March 14, 2024