Representing the shareholders
The Board of Directors is responsible for the proper governance and organisation of the operations of Honkarakenne Oyj and, as set out by the Articles of Association, the Board has between three and eight members. The Board of Directors is also responsible for the accounts and organizing the financial controlling properly. In addition the Board of Directors observes the Article of Association of the company. The Annual General Meeting decides on the number of Board members and elects the members to the Board. The term of Board members expires at the end of the first Annual General Meeting following their election.The Board of Directors approves Honkarakenne’s strategy, annual action plans and budgets. It adopts the principles of risk management and the rules as well as risk limits and regularly monitors the internal control and risk management, efficiency and adequacy. The Board is also responsible for the internal control of financial reporting process.
The Board of Directors is responsible for, inter alia:
- decides on company strategy, goals and objectives
- approve the Group’s action plan and budget
- make decisions on business acquisitions and arrangements
- make decisions on and approve the Group’s financial policies
- make decisions on significant investments, property transactions and contingent liabilities
- control strategic and operational risks
- approve the Group’s reporting procedures and internal audit
- draft the Group’s policy on payment of dividends, propose dividend to the Annual General Meeting and convene the Annual General meeting
- appoint the CEO, the Deputy CEO and a substitute for the CEO, and make decisions on their compensation and other benefits
- make decisions on compensation and other benefits for the Executive Group as well as make decisions on reward and incentive systems of the Executive Group’s and other personnel
The Annual General Meeting of 12 April 2019 decided that the Chairman of the Board is paid a monthly fee of EUR 2 500 and other members of the Board EUR 1 500. If the Board establishes committees from amongst its members, the Board committee members will be paid EUR 500 per meeting. The Board members are paid per diems and their travel costs are reimbursed against an invoice.
The Board of Directors evaluates its performance and working methods as well as independence of its members.
The Board of Directors is not aware of other significant risks excluding the risks reported in annual financial statements.
Board of directors
Arimo Ristola
Chairman of the board since 2017
Born in 1946 in Jyväskylä, Finland
M.Sc. in Economics, Jyväskylä Univeristy 1972
Chairman of the Board AKR-Invest Oy 2016-, Member of the Board Oy Silenta Ltd 2016-, Managing Director AKR-Invest Oy 2017-, Managing Director Oy Silenta Ltd and Oy Silenta Electronics Ltd 1993-2016, Member of the Board Honkarakenne Oyj 1994-2004 and chairman of the Board 2002-2004, Company analyst, Accountable analyst of indystry, Area manager, Analysis of European area politics and cooperation with EIB, Bryssel for The Regional Fund of Finland Ltd 1973-1993
Holds 20,000 Honkarakenne A shares and 40,100 B shares. AKR Invest Oy, a company controlled by Arimo Ristola, holds 1,000,000 Honkarakenne B shares.
Independent of the company
Timo Kohtamäki
Member of the board since 2017
Born in 1963 in Kurikka, Finland
M.Sc. (civil engineering)1989, Lic.Tech.(Geotechnical and Environmental) 1996, Tampere University of technology
Member of the board Are Oy 2015-, Member of the Board Kreate Oy 2015-, Member of the Board Luja Group Oy 2017-, Chairman of the Board Finnish Construction Industries RT 2011-2012, Member of the Board Confederation of Finnish Industries 2011-2012, Lemminkäinen 1996-2014, President and CEO 2009-2014
Does not hold Honkarakenne shares
Independent of the company and the major shareholders
Helena Ruponen
Member of the board since 2018
Born in 1961 in Pielisjärvi
Vocational Qualification in Business and Administration, Ikaalisten kauppaoppilaitos, 1980, Qualification for financial manager, Markkinointi-Instituutti 1992
Various positions in Honkarakenne Oyj sales and marketing and finance 1984-2007, Honkarakenne Oyj Board secretary 1996-2001, Honkarakenne Oyj Board member 2002—2003, Oy TimberheadLtd finance manager and secretary of the Board 2007-2010, Saarelainen Oy Board member 2012-
Holds 55,150 Honkarakenne B shares.
Not independent of the major shareholders.
Independent of the company.
Kari Saarelainen
Member of the board since 2018
Born in 1962 in Pielisjärvi
M.Sc. in Economics, Jyväskylä University 1992
Manager at Artepro Oy 2004-, Partner and Chairman of the Board at Artepro Oy 1999-, Chairman of the Board at Saarelainen Oy 2017-, Chairman of the Board at Veljekset Saarelaisen säätiö sr 2017-, Member of the Board at Honkarakenne Oyj 2004-2008, Export manager at Honkarakenne Oyj, Austria and Switzerland 2001-2004, Member of the Board at Epira Oy 2005-2010 ja CEO at Epira Oy 1992-2001.
Holds 5,950 Honkarakenne A shares and 16,118 Honkarakenne B shares.
Not independent of the major shareholders.
Independent of the company.
Kyösti Saarimäki
Member of the board since 2017
Born in 1950 in Keuruu, Finland
M.Sc. in Technology 1974, M.Sc. in Economics 1975
Saarimäki Consulting Oy Chairman of the Board 1988-, Alkio college supporter’s club Board member 2014-, Teollisuusmeklarit Oy Board member 2015-, Vinanssi Oy Corporate Finance Board member 2015-, Finn-Savotta Oy Board member (non registered) 2014-, Okaria Oy partner and Chairman of the Board 2005-2015
Does not hold Honkarakenne shares
Independent of the company and the major shareholders
