Board of Directors

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Board of Directors

Boreo’s Board of Directors is composed of a minimum of three and a maximum of seven members. The Annual General Meeting elects the Board of Directors for a term that ends upon the conclusion of the next Annual General Meeting. The Board elects the Chairman (and the Deputy Chairman, if applicable) from among its members.

The company's largest shareholder who owns over 50 percent of company’s shares and voting rights makes a proposal on the composition of the Board of Directors. At the beginning of 2024, the company's Board of Directors had six members. At the Annual General Meeting held on April 17, 2024, six members were elected to the Board of Directors. Simon Hallqvist, Ralf Holmlund, Jouni Grönroos, Camilla Grönholm, Noora Neilimo-Kontio were re-elected as members of the Board and Jussi Vanhanen was elected as a new member. 

Independence of the Board members

Of the Board members elected by the Annual General Meeting on April 17, 2024 Camilla Grönholm, Jouni Grönroos, Ralf Holmlund, Noora Neilimo-Kontio and Jussi Vanhanen are independent of the company and the company’s main shareholders.

Chairman of the Board of Directors Simon Hallqvist is a significant shareholder of the company through Preato Capital AB. Preato Capital AB became the largest owner of the company in a share acquisition carried out on June 14, 2019.

Activities of the Board of Directors add

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.

Committees add

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 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

In 2021, the Board of Directors decided to establish a Remuneration and Nomination Committee to assist the Board in preparing its duties. 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. The Committee consists of non-executive members only.

The committee convenes, when necessary, at the request of the Chairman of the committee, however at least three times a year. The Chairman determines the schedule of the Committee meetings and sets meeting agendas in consultation with the members.

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

  • Assist the Board in monitoring and preparing remuneration reporting and management 
  • Assist the Board in monitoring and evaluating the effectiveness of the Group's remuneration policies and preparing annual reviews, target setting and changes in bonus schemes 
  • Assist the Board in succession planning and appointments 

Introductions of the Board members

Chairman of the Board Simon Hallqvist

Born 1967
Education: M.Sc. econ.
Member of the Board since August 22, 2019, Chairman since March 3, 2020
Member of the Remuneration and Nomination Committee since April 15, 2021
Full time position: Partner in Preato Capital AB

Key work experience: Preato Capital AB, Founding Partner (2004-), Argnor Wireless Ventures, (Investment Director (2001-2004) and Oracle Finland Oy, Account Manager (1995-1999)

Primary positions of trust: Chairman of the at Board Preato Capital AB, Preato Oy and Consivo Group AB

Member Camilla Grönholm

Born 1964
Education: M.Sc.econ.
Member of the Board since April 16, 2020
Chairman of the Remuneration and Nomination Committee since April 15, 2021 

Key work experience: ROCKWOOL International A/S, CHRO and member of the Group’s Management Team (2012-2020), Pöyry Oyj, CHRO director and member of the Group’s Management Team (2006-2012) and Nokia Oyj, international HR tasks (1999- 2006) latest HR Director, Nokia Mobile Phones (2003-2006)

Primary positions of trust: Member of the Board at Lumon Group

Member Jouni Grönroos

Born 1965
Education: M.Sc. econ.
Member of the Board since April 16, 2020
Chairman of the Audit Committee since April 16, 2020

Key work experience: Rapala VMC Oyj CFO (2005-2010), AvestaPolarit Oyj Deputy CFO and later CFO (2001-2005), Outokumpu Oyj Group Tax Manager, Assistant Vice President and later Vice President (1990-2001), Auditor at KPMG (1989-1990)

Primary positions of trust: Member of the Board and Chairman of the Audit Committee at Caruna Networks Group, Chairman of the Board in several subsidiaries of Fazer Group, and Member of the Board at Rannikkotykistösäätiö

Member Ralf Holmlund

Born 1954
Education: M.Sc. econ.
Member of the Board since March 2, 2020
Member of the Audit Committee since March 3, 2020

Key work experience: Esso / ExxonMobil (1980 to 2009), CEO Suomen Lähikauppa Oy (2010 to 2016)

Primary positions of trust: Örum Oy Ab and Carspect AB Chairman of the Board

Member Noora Neilimo-Kontio

Born: 1975
Education: Master’s Degree in Business Administration, major in
Finance & Accounting
Member of the Board since April 19, 2023
Member of the Audit Committee since April 19, 2023

Full time position: CFO & DCEO at Caruna

Primary work experience: Caruna several positions (2014-),
Accenture, Manager Strategy & Enterprise Performance Management
(2007-2014), EY, Senior Consultant (2003-2007), L’oreal, Division
Business Controller LPD (2000-2003)

Member Jussi Vanhanen

Born: 1971
Education: LL.M., MBA
Board member since April 17, 2024
Member of the Remuneration and Nomination Committee since April 17, 2024

Primary work experience: Vexve Armatury Group, CEO (2017-2024);
Mondi Plc, CEO, Fibre Packaging (2014-2017); UPM-Kymmene Oyj,
various positions, latest President, Engineered Materials (1999-2013)

Primary positions of trust: Metsä Group, member of the Board
(2022-); Logistikas Oy, Chairman of the Board (2021-2022);
Teknologiateollisuus, member of Pirkanmaa Regional Board (2020-
2023); Peikko Group Oy, member and Chairman of the Board (2011-
2020); WWF Finland, member of the Supervisory Board (2010-2016)

Indsider holdings

View our Board of Directors' holdings in Boreo

Strategy

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