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), Tuomas Piirtola, Bent Holm, Mammu Kaario, Jens Joller and Anne-Mari Paapio.
According to the independence assessment, all Board members are independent of the company and its major shareholders except Jens Joller who is independent of the company, but dependent of the major shareholder.
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
Apetit Oyj, Chair of the Board
The Brewers of Europe, Chair of the Board
Olvi-säätiö, Chair of the Board
Jääkiekon SM-liiga Oy, Member of the Board
Genelec Oy, Member of the Board
Robit Oyj, Member of the Board
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
Copenhot, Member of the Board
Independence
Independent of the company and the major shareholders.
Anne-Mari Paapio, s. 1979
Member of the Board since 2024
MSc in Industrial Engineering and Management
Finnish citizen
Background add
Primary working experience
Director of selection and procurement at Valio Aimo. Previously, she has worked as a project manager at The Boston Consulting Group, development director at Kespro, commercial director and selection manager at Suomen Lähikauppa Oy, production and logistics manager at Bonnier Books Finland Oy and in various managerial positions at Nokia Oyj.
Independence
Independent of the company and the major shareholders.
Tuomas Piirtola, b. 1980
Member of the Board since 2023, member of audit committee
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
Finago S.A., Member of the Board
Virinsa Oy, Member of the Board
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
Saka Finland Group Oy, Chair of the Board
CapMan Oyjm, Vice Chair of the Board
Ponsse Oyj, Vice Chair of the Board
Gofore Oyj, Member of the Board
Sibelius-Akatemian tukisäätiö, Member of the Board
Taideyliopiston sijoituskomitea, Member of the Board
Urhea-Halli Oy, Member of the Board
Lapti Group Oy, Member of the Board
Epec Oy, Member of the Board
Makai Holding Oy, Member of the Board
Tosuka Holding Oy, Vice member of the Board
Independence
Independent of the company and the major shareholders.
Jens Joller, s. 1983
Member of the Board since 2024, member of audit committee
Master of Business Administration
Swiss Citizen
Background add
Primary working experience
Research Director at Ampfield Management. Previously, he has held management positions at MSD Partners and Apax Partners and worked as a consultant at The Boston Consulting Group.
Independence
Independent of the company, but dependent of the major shareholder.
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), Jens Joller and Tuomas Piirtola
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.
