Main Duties of the Board

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

The Board of Directors is responsible for the administration and the proper organization of Suominen’s operations. The Board is responsible 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 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.

The main duties

The duties of the Board are defined in the Finnish laws and regulations, Suominen’s Articles of Association, the Finnish Corporate Governance Code and the Board’s Charter. 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 annual business plan
to approve major business acquisitions, divestments, investments or 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 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 decide on the Company’s share-based long-term incentive schemes
to approve the Company’s financial reports, including annual accounts, interim reports, report by the Board of Directors and financial statement releases
to ensure that the Company has adequate planning, information and control systems and resources for monitoring results and managing risks
to convene General Meetings
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.

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 its significant shareholders, with the exception of Andreas Ahlström, who acts as Investment Director at Ahlström Capital Oy. The largest shareholder of Suominen, Ahlstrom Capital B.V., is a group Company of Ahlström Capital.

Meeting practice

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

In 2022, the Board of Directors convened 11 times, of which three times per capsulam. The attendance rate at the meetings was 100%. The participation of each individual member is presented in the table below.

Name		Participation
Jaakko Eskola	Chair	11/11
Andreas Ahlström	Deputy Chair	11/11
Björn Borgman	Member	11/11
Nina Linander	Member	11/11
Aaron Barsness	Member	9/9
Laura Raitio	Member	11/11

Until March 24, 2022
Sari Pajari-Sederholm	Member	2/2

Updated on September 18, 2023