Board of Directors

According to the Articles of Association, the Board is responsible for the management and appropriate organization of the company’s operations. The Board of Directors is also responsible for carrying out other duties of the Board as prescribed in the Finnish Limited Liability Companies Act.

The Board of Directors has compiled a written charter that defines the Board’s main duties and operating methods. According to the charter, e.g., the following are part of the Board’s duties: 

• Approve the Company’s strategy and long-term objectives, and monitor the implementation of the objectives and strategy

• Approve strategically important plans, acquisitions, and investments

• Monitor and assess financial reporting

• Monitor financial performance and process and approve financial reports

• Ensure that the Company has defined the operating principles of internal control, internal audit, and risk management

• Monitor and assess the effectiveness of the internal control, internal audit, and risk management systems

• Prepare the proposal for the election of the auditor and monitor the audit, and assess the auditor’s performance and independence

A more detailed description of the Board’s duties can be found in the Charter of the Board of Directors.

Boreo’s Board of Directors may establish specific committees to assist the Board of Directors in their duties. The members of the board committees, as well as their Chairmen, will be appointed annually by the Board of Directors amongst its members, and the Board approves the charters of the committees. The committees have no independent decision-making power, they act as preparatory bodies and the issues they discuss are submitted to decision to the Board of Directors.

The duties and responsibilities of the Committees are described in the Charters of the Committees.

At the organizing meeting arranged after the General Meeting on April 17, 2024 the Board of Directors selected the members for its committees. Jouni Grönroos (the Chair), Ralf Holmlund and Noora Neilimo-Kontio were elected as the members of the Audit Committee. Camilla Grönholm (the Chair), Simon Hallqvist and Jussi Vanhanen were elected as the members of the Nomination and Remuneration Committee.

Audit Committee

In accordance with the Corporate Governance Code 2025, the majority of the members shall be independent of the company. In addition, at least one member shall be independent of the company’s significant shareholders. A member of the Committee may not belong to the company’s executive management. The Chair of the Audit Committee defines the meeting schedule and the agenda of the meetings in consultation with the members. The Audit Committee shall meet at least four times a year. In 2025, the Audit Committee convened eight times.

The key duties of the Audit Committee in accordance with the charter approved by the Board of Directors for the Committee are:

• monitoring and assessing the financial reporting and sustainability reporting process

• monitoring the quality and integrity of the financial statements and sustainability reports

• monitoring and assessing the effectiveness of the company’s internal control, internal audit and risk management systems

• assessing the internal control process and its effectiveness

• assessing the auditor’s qualifications and performance

• monitoring and assessing the auditor’s independence and preparing the proposal concerning the election and remuneration of the auditor and the sustainability assurance provider

• preparing and implementing other tasks assigned by the Board of Directors

• reporting regularly to the Board of Directors and submitting the minutes of the Audit Committee meetings to the Board

Charter of the Audit Committee (pdf)

Remuneration & Nomination Committee

In 2021, the Board of Directors decided to establish a Remuneration and Nomination Committee to assist the Board in the preparation of matters falling within its responsibilities. At its organizing meeting held on April 15, 2025, the Board of Directors re-elected Camilla Grönholm as Chair of the Remuneration and Nomination Committee and elected Simon Hallqvist and Jussi Vanhanen as members of the Committee. The Committee convenes when necessary at the invitation of the Chair, however at least three times a year. The Chair of the Committee defines the meeting schedule and the agenda of the meetings in consultation with the members. The Committee comprises three to four members, one of whom is appointed as Chair. The majority of the members shall be independent of the company. The duties of the Committee are defined in its Charter. In 2025, the Remuneration and Nomination Committee convened four times.

The key duties of the Remuneration and Nomination Committee in accordance with the charter approved by the Board of Directors for the Committee are to:

• assist the Board in monitoring and preparing remuneration reporting and governance
• assist the Board in monitoring and evaluating the effectiveness of the Group's remuneration practices, and in preparing annual reviews, target setting and changes to incentive schemes
• assist the Board in succession planning and appointments

Charter of the Remuneration & Nomination Committee (pdf)