Board of Directors

Board of Directors

The Board of Directors is responsible for the company’s management and the appropriate organisation of the company’s operations. The Board of Directors has general authority over matters that concern the company which are not designated to any other governing body of the company under the legislation or the Articles of Association. The Board of Directors comprises four to eight full members and no more than three deputy members as decided and elected by the Annual General Meeting. The Board of Directors selects a Chairman from among its membership.

The Board of Directors has written Rules of Procedure.

Board of Directors
Irmeli Rytkönen
Chairperson of the Board of Directors
Victor Hartwall
Member of the Board
Karri Koskela
Member of the Board
Juha Nurminen
Member of the board
Olli Pohjanvirta
Member of the Board
Erja Sankari
Member of the Board
Duties of the Board of Director
The Board of Directors convenes 8–10 times a year following a predetermined schedule and at the invitation of the chairman as often as required by the company’s activities or when proposed by the President and CEO. The company’s President and CEO and Chief Financial Officer attend Board of Directors’ meetings. Chief Financial Officer acts as a secretary of the Board of Directors.
  • Duties of the Board of Director

    Duties of the Board of Directors are among others:
    • To decide on the Group strategy, structure, and organization of the Group.
    • To review and approve half-year financial reports, financial statements including the Group financial statement and the Board of Directors’ report, and the stock exchange releases concerning the outlook of the company.
    • To approve Group’s business plan, budget, investment plan and to decide on strategically or financially significant individual investments, acquisitions, divestments, reorganizations, and liabilities.

    The Board of Directors also decides on a reward and incentive scheme for the Group management and approves Group’s risk management and reporting procedures.
    The Board of Directors prepares dividend policy, looks after the development of shareholder value, and is responsible for other duties prescribed in the Companies Act and other legislation.

    The Board of Directors appoints a President and CEO and evaluates annually the activities of the President and CEO and the rest of the Management Team. The Board of Directors also evaluates its activities annually in an internal self-evaluation.
  • Principles concerning the diversity of Board of Directors

    Diverse and mutually complementary age, occupational and international background as well as education of the members of the Board of Directors contribute to the effective work of the Board of Directors. The Board of Directors has defined in 2016 principles concerning the diversity of the Board of Directors. The body in charge of the proposals for the composition of the Board of Directors considers these principles in the proposal.

    The company’s aim is that the Board has representatives of both genders. Other objectives include international experience, a wide range of ages, and different educational and professional backgrounds. In addition, the Board members are required to have sector expertise and the possibility to devote enough time to Board work. This last requirement is particularly important for the Chairman of the Board, as especially the Chairman must have the possibility to address the company’s issues in a comprehensive manner and the Chairman’s input is often needed outside of the meetings.

    In the term of office that began in 2021, the age range of the members of the Board is 49–75 years. The Board members’ professional and international background is varied, and their industry knowledge is extensive.
  • Independence of the Board of Directors’ members

    The majority of the members of a Board of Directors must be independent from the company and two of these individuals belonging to said majority must be independent of significant shareholders.

    Of the members of the Board, Irmeli Rytkönen, Erja Sankari and Karri Koskela are independent of the company and of the significant shareholders, Juha Nurminen and Victor Hartwall are independent of the company, but not the significant shareholders, Olli Pohjanvirta is independent of significant shareholders but not the company, as he is the CEO of the company.
  • Boards of Directors of subsidiares

    Most of the Chairmen and the members of the Boards of Directors of Nurminen Logistics
    Plc’s subsidiaries belong to the management of the Group.
  • Audit Committee

    At its organizing meeting the Board of Directors appoints an Audit Committee and if deemed appropriate, other committees, as well as nominates the members and chairmen of each committee. The purpose of committees is to prepare matters for the Board of Directors. The committees do not have independent decision-making authority.

    Duties of the Audit Committee include but are not limited to:
    • To review half-year financial reports, financial statements including Group financial statement, and the stock exchange releases concerning the outlook of the company.
    • To follow the financial statement reporting process, the efficiency of internal control and the internal auditing and the statutory auditing of the Group financial statement.
    • To oversee the financial reporting process.
    • To discuss the Corporate Governance statement given by the company.
    • To assess the independence of the authorized auditor or auditing company and specially to assess the additional services the auditor offers to the company.
    • To prepare a draft resolution concerning the election of the auditor.

    The Audit Committee convenes at the invitation of the Chairman on a regularly basis. The Audit Committee regularly reports of its work to the Board of Directors.