Corporate Governance
Board of Directors
Board of Directors
The Board of Directors supervises Puuilo’s operations and management, deciding on significant matters concerning the company strategy, investments, organization and finance in accordance with the Finnish Companies Act. The Board of Directors has general competence to decide and act in all matters not reserved for other corporate governing bodies by law or under provisions of the company’s Articles of Association.
The Board of Directors’ duties further include, among others:
approving financial statement, consolidated financial statements and interim reports;
approving the Puuilo Group’s strategic plan, annual budget and investment and divestment plans;
deciding on major, strategically important business matters as well as investments and divestments;
deciding on taking out a loan for the Puuilo Group and on issuing any loans or guarantees;
confirming any policies governing the Puuilo Group, including personnel, treasury and risk management policies;
ensuring the appropriate organization of risk management and internal audit within the Puuilo Group.
The Board of Directors also appoints Puuilo’s CEO as well as the members of the management team and decides on the terms of their service. The Board of Directors has compiled a written working order for its operations, defining the main duties and operating principles of the Board.
Members of the Board of Directors
The members of the Board of Directors are Lasse Ahto (the Chair), Bent Holm, Mammu Kaario, Rasmus Molander, Markku Tuomaala and Tuomas Piirtola.
According to the independence assessment, the following members of Puuilo’s Board of Directors are deemed to be independent of the company and its major shareholders: Lasse Aho (the Chair), Bent Holm, Mammu Kaario, Markku Tuomaala and Tuomas Piirtola. Rasmus Molander is independent of the company but is dependent of the company’s significant shareholders.
Lasse Aho, b. 1958
Chair of the Board since 2023
The honorary title of Vuorineuvos, M.Sc. in Social Sciences
Finnish citizen
Background add
Primary working experience
CEO at Olvi Oyj between 2004–2022. In addition, Mr. Aho has acted as CEO at Metro-Auto Tampere Oy and Linkosuon Leipomo Oy, sales director at Fazer Leipomot Oy, marketing director at Fazer Keksit Oy and product manager at Atoy-Yhtiöt.
Key positions of trust
Chair of the Board at Apetit Oyj
Member of the Board at Genelec Oy
Member of the Board at Jääkiekon SM-liiga Oy
Chair of the Board at Olvi-säätiö
Member of the Board at Robit Oyj
Chairman of the Board at The Brewers of Europe
Independence
Independent of the company and the major shareholders.
Bent Holm, b. 1974
Member of the Board since 2022
M.Sc. in Economics and Business
Danish citizen
Background add
Primary working experience
CEO at Hi Five A/S. Previously Mr. Holm has acted as
CEO at Socki Socki,
CEO at Dollarstore AB, CEO at Netto Marknad A/B, COO at Netto International, Commercial Director at Poundstretcher Ltd, Buying Director at Netto UK and CFO and COO at Netto DK.
Key positions of trust
Member of the Board Copenhot
Independence
Independent of the company and the major shareholders.
Rasmus Molander, b. 1981
Member of the Board since 2015, Member of the Audit Committee
MSc. (Tech.), MBA
Finnish citizen
Background add
Primary working experience
Managing Partner at Adelis Holding I AB and Adelis Holding II AB. Previously, Mr. Molander has worked at Boston Consulting Group as project leader and as Investment Executive at Permira.
Key positions of trust
Member of the Board at Adelis Advisory III AB
Member of the Board at Adelis Holding III AB
Member of the Board at Annia Capital AB
Chair of the Board at Dayton Group Oy
Member of the Board at Nordic Biosite Group AB
Member of the Board at Re:mount Oy
Member of the Board at Ropo Holding 1 Oy
Member of the Board at SSI Diagnostica Holding AS
Independence
Independent of the company but is dependent of the company’s significant shareholders.
Tuomas Piirtola, b. 1980
Member of the Board since 2023
M.Sc. in Ecomics
Finnish citizen
Background add
Primary working experience
Director of the Fast Food business at NoHo Partners Fast Food. Previously, Mr. Piirtola has worked as Country manager at Jysk Oy, General Manager and country manager at Reckitt Benckiser Healthcare CEE, COO at Tamro Baltics, project manager at Apotek1 Sweden, Business development manager at Tamro Oyj, Business controller at Suomen Posti Oyj and Management consultant at McKinsey & Company.
Key positions of trust
Member of the Board at Finago S.A.
Member of the Board at Virinsa Oy
Independence
Independent of the company and the major shareholders.
Mammu Kaario, b. 1963
Member of the Board since 2021, Chair of the Audit Committee
LL.M., MBA
Finnish citizen
Background add
Primary working experience
Previously, Ms. Kaario has acted as Managing Director at Partnera Oy, Investment Director at Korona Invest Oy and as a Partner at Unicus Oy and Conventum Corporate Finance Oy.
Key positions of trust
Vice Chair of the Board CapMan Oyj
Member of the Board at Epec Oy
Member of the Board at Gofore Oyj
Member of the Board at Ilmastorahasto Oy
Member of the Board at Lapti Group Oy
Vice Chair of the Board Ponsse Oyj
Chair of the Board at Saka Finland Group Oyj
Chair of the Board at Sibelius-Akatemian tukisäätiö
Member of the Board at Sten & Kimet Oy
Member of the Board at Suomen Urheilun tukisäätiö ry
Member of the Board at Taideyliopiston sijoitusneuvosto
Independence
Independent of the company and the major shareholders.
Markku Tuomaala, b. 1967
Member of the Board since 2016, Member of the Audit Committee
Finnish citizen
Background add
Primary working experience
Previously, Mr. Tuomaala has acted as CEO of Puuilo.
Key positions of trust
Member of the Board at Aitokaluste Oy
Member of the Board at Autocredit Oy
Member of the Board at Autollecom Oy
Member of the Board at Comille Oy
Member of the Board at Fast Food Builders Oy
Member of the Board at Ice Boys Oy
Member of the Board at Kiantama Oy
Member of the Board at Tiikeri Partners Oy
Member of the Board at Warma Steel Oy
Independence
Independent of the company and the major shareholders.
Board committees
Puuilo has one committee appointed by the Board of Directors, the Audit Committee. The Committee has no independent decision-making authority but its purpose is to present issues within their remit to the Board of Directors or the General Meeting for a decision. The Committee reports regularly to the Board of Directors.
The Board of Directors has confirmed the Audit Committee’s key duties and operating principles in the Charter of the Audit Committee. The Audit Committee consists of a minimum of three (3) members and a maximum of four (4) members. The majority of the members of the Audit Committee must be independent of the company, and at least one of the members must be independent of the major shareholders of the company.
The Chair of the Audit Committee presents the Committee’s proposals to the Board of Directors. The Audit Committee reports regularly to the Board of Directors. Members of the Audit Committee shall have the relevant expertise and experience required for the performance of the duties and responsibilities of the Audit Committee and the mandatory tasks relating to auditing, and at least one of the members shall have expertise in accounting or auditing.
Members of the Audit Committee
The Audit Committee consists of Mammu Kaario (the Chair), Rasmus Molander ja Markku Tuomaala.
Responsibilities of the Audit Committee add
The responsibilities of the Audit Committee are
Oversight of financial reporting, such as to monitor and assess the reporting process of financial statements reporting and review with the external auditor the annual financial statements and interim reports before submission to the Board for final approval; review and assess with the external auditors the results of the audit; review internal controls and monitor the effectiveness of the company’s procedures for internal control over financial reporting; review the company’s key accounting policies and principles; monitor the related party transactions and address any possible conflicts; consider the report on non-financial matters; monitor the company’s financial position; evaluate the use and presentation of alternative performance measures;
Risk management, such as to monitor and review the effectiveness of the company’s risk management system, including the risk profile of Puuilo Group and make such recommendations as the Committee considers desirable and review the risk management-related statements to be included in the financial reports; assess the effectiveness of the internal controls and the internal control system; assess principles related to internal controls and risk management of the company’s financial reporting processes; receive and review reports from the management on any material financial risks and litigation or claim against orraised by any Puuilo Group company;
Auditors and external audit, such as for the purposes of each Annual General Meeting and otherwise as necessary, prepare a resolution proposal to the shareholders as to the election and fees of the external auditor(s) and remuneration principles; initiate the process regarding rotation of the auditor; evaluate the audit plan as well as the scope and quality of the external audit and review audit fees; evaluate the independence of the auditors; approve and follow up on non-audit services provided by the auditors; when needed, meet separately with external auditors to discuss any matters in addition to the duties required by regulations that might be relevant for the internal controls; review and confirm the independence of external auditors, also in relation to the non-audit services; review and evaluate the process of selecting external auditors and follow any regulatory changes regarding auditor selection as well as auditor andaudit firm rotation requirements;
Internal audit, such as to approve the internal audit guidelines, audit activities and resourcing of the internal audit function; assess the scope and quality of the internal audit as well as approve the internal audit plan and review its implementation; review the summary reports of the internal audit and the management's response;
Legal, compliance and governance, such as to review major legal disputes and other legal matters together with the General Counsel of the company and/or external legal advisor; review the company's Corporate Governance Statement including the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which are included in the company's Corporate Governance Statement; review the company's non-financial report; and establish principles concerning the monitoring and assessment of related party transactions; and
Other tasks assigned by the Board.
