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 19, 2023 the Board of Directors selected the members for its committees. Jouni Grönroos was re-elected Chairman of the Audit Committee and Ralf Holmlund was re-elected member and Noora Neilimo-Kontio was elected a new member of the Audit Committee. Camilla Grönholm was re-elected as Chairman and Michaela von Wendt and Simon Hallqvist as members of the Remuneration and Nomination Committee.

Audit Committee

In 2019, the Board of Directors decided to establish an Audit Committee. The Committee shall comprise three to four members appointed by the Board of Directors, including the Chairman of the Committee. A majority of the members must be independent in accordance with the Finnish Corporate Governance Code 2020. In addition, one of the members must be independent of the company’s major shareholders. Committee members cannot be members of the company’s management.

The Chairman determines the schedule of the Committee meetings and sets meeting agendas in consultation with the members. The Committee shall meet at least four times per year.

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 financial reporting processes

• monitoring the quality and integrity of financial reports

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

• evaluating the process and effectiveness of internal audits

• evaluating the qualifications and performance of the auditor

• monitoring and assessing the independence of the auditor and preparing the proposal for the election of the auditor and their fee

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

• the Chairman of the Committee shall report regularly to the Board of Directors and submit the minutes of its meetings to the Board of Directors

Charter of the Audit Committee (pdf)

Remuneration & Nomination Committee