Olvi plc´s Board of Directors

Administration of the company and the appropriate organisation of its operations is the duty of the Board of Directors, which shall include at least four (4) and at most six (6) members. The members of the Board of Directors shall be evaluated and elected for one year at a time at the Annual General Meeting of Olvi plc. The Board shall elect a Chairman and a Vice Chairman from amongst its members. The Managing Director is not a member of the Board of Directors.

The names of the candidates for Board members and their personal details are published on the company’s Web site together with the notice to convene the General Meeting.

A minimum of 11 to 12 Board meetings shall be convened annually. If necessary, a meeting can be conducted over the telephone. The Board of Directors is responsible for the duties prescribed in the Limited Liability Companies Act and the company’s Articles of Association. The Board monitors the development of the company’s business operations on the basis of monthly reports and other material provided by the company’s management.

The members of the Board are Nora Hortling, Lasse Heinonen, Juho Nummela, Päivi Paltola, Christian Ståhlberg and Tarmo Noop. Intorduction of the members of the Board

All members of the Board of Directors are independent of the Company except for Tarmo Noop. Tarmo Noop served as the CEO of Olvi plc’s subsidiary A. Le Coq  until 2022.

Lasse Heinonen,  Päivi Paltola, Christian Ståhlberg and Tarmo Noop are independent of significant shareholders. Nora Hortling and Juho Nummela, who represent Olvi plc’s largest shareholders, are not considered to be independent of significant shareholders.

Committees

Audit Committee –  Lasse Heinonen, Juho Nummela and Tarmo Noop.
People and Sustainability Committee – Nora Hortling, Päivi Paltola and Christian Ståhlberg.

Rules of Procedure:
Procedure of the Audit Committee 2024
Procedure of the People and Sustainability Committee 2024

Performance evaluation of the Board of Directors

To ensure the efficiency of Board work, the Board of Directors carries out annual self-evaluation of its operations and working methods. In 2020 and 2021, the evaluation was carried out by an external evaluator.

The members of Olvi plc’s Board of Directors shall represent diversified knowledge and skills, including industry knowledge, and possess a variety of professional backgrounds in a way that allows work and international experience, different ages and genders to support and supplement each other for the good of the company’s business and to increase shareholder value. In addition to the competence required for the position, anyone to be elected a Board member shall have the possibility to devote a sufficient amount of time to attending to the duties.

A legal person, a minor, anyone under guardianship or with restricted legal competency, bankrupt or banned from doing business cannot be elected a Board member.

Board meetings in 2023

The number of meetings during the previous financial period was thirteen (13) meetings.

Attendance of members at meetings in 2023:

Pentti Hakkarainen acted as Chairman 1.1.-29.3.2023 and attended in (3) three meetings. Elisa Markkula was a Board Member 1.1.-29.3.2023 and attended in (2) two meetings.

People and Sustainability Committee meetings in 2023
(until 27 February 2022 Remuneration Committee)

The number of meetings during the financial period was six (6).

Pentti Hakkarainen acted as Chairman 1.1.-29.3.2023 and attended in (1) one meeting. Elisa Markkula was a member 1.1.-29.3.2023 and did not attend the meetings.

Audit Committee meetings in 2023

The number of meetings during the financial period was six (6).