Board of Directors

In accordance with the Articles of Association, the Board of Directors of Lassila & Tikanoja plc comprises a minimum of three members and a maximum of seven. The members of the Board of Directors are elected by the General Meeting.

The Annual General Meeting 2020 resolved to establish a permanent Shareholders’ Nomination Board. The Nomination Board is responsible for preparing and presenting proposals covering the remuneration and number of members of the Company’s Board of Directors as well as proposals on the members of the Board of Directors to the Annual General Meeting and, where needed, to an Extraordinary General Meeting. The Nomination Board proposes who would be elected as Chairman of the Board of Directors and as Vice Chairman. The Nomination Board is also responsible for identifying successors to existing Board members.

The term of each member of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following his/her election.

The company considers diversity essential to achieving the company’s strategic targets. Diversity is also viewed from several perspectives when planning the composition of the Board of Directors.

In the election of Board members, the aim is to ensure that the Board of Directors as a whole supports the company’s business and its development. It is important from the point of view of the effective operation of the Board of Directors that the Board of Directors is sufficiently diverse and comprised of an adequate number of members, and that the members have diverse expertise and their experience supplements one another’s.

In assessing the composition of the Board of Directors, it is, for example, considered whether the professional and educational background and gender and age distribution of the Board is adequately diverse and whether it suitably represents decision-making ability, skills and experience to be able to meet the requirements set by the company’s business operations and strategic targets. The company’s aim is that both genders are represented in the Board of Directors.

The principles regarding the diversity of the Board of Directors are taken into consideration in the successor planning of Board members. Both genders have been represented in the Board of Directors for a long time. In 2024, two of the seven Board members are female.

None of the members of the Board of Directors are in an employment relationship with the company. The Board of Directors has assessed that all of its members are independent of the company. In the assessment, it was taken into consideration that Sakari Lassila has been a member of the Board of Directors for more than 10 years consecutively. The Board of Directors has not identified any reasons why Sakari Lassila should not be considered independent of the company. All of the members of the Board of Directors are also independent of the company’s major shareholders.

Shares in the company held by the Board members and any corporations over which they exercise control have been taken into account in terms of shareholding. Board members do not hold shares in any group companies other than Lassila & Tikanoja plc.

Information about the Board members’ remuneration is disclosed in the Remuneration report.

The Board of Directors is responsible for the management of the company, the proper arrangement of the company’s operations, and the proper arrangement and supervision of the company’s accounting and financial management. The Board of Directors decides upon matters that are of major importance, in view of the scope and size of the operations of the company. The Board of Directors is also responsible for the duties specified in the Companies Act and the Articles of Association, and in other regulations.

The duties of the Board are defined in a written charter adopted in 2018, which the Board complies with in addition to the Articles of Association and Finnish laws and regulations.

Duties of the Board of Directors:

• confirming the company’s goals
• deciding on the corporate strategy and confirming divisional strategies
• establishing a dividend policy and being responsible for the development of the shareholder value
• deciding on the Group structure and organisation
• ensuring the operation of the management system
• handling and adopting interim reports, consolidated financial statements and annual reports
• confirming the Group’s operating plan, budget and investment plan
• deciding on strategically or financially significant investments, corporate acquisitions, disposals or other arrangements as well as financing arrangements and contingent liabilities
• confirming treasury, disclosure and risk management and insurance policies as well as internal control policy
• approving the corporate responsibility programme
• nominating and dismissing the President and CEO and monitoring and evaluating his work
• deciding on the nomination, remuneration and other financial benefits of the President and CEO’s immediate subordinates

The evaluation of the performance and working methods of the Board is conducted annually as an internal self-evaluation.

Board meetings are held at the company’s head office in Helsinki, other locations of the group or other places decided on by the Board of Directors.

If necessary, the Board of Directors may also hold meetings by telephone or electronically and make decisions without convening. The Board of Directors convenes as often as its tasks require. It confirms its annual, regular meetings. Meetings held annually prior to the publication of the financial statements and each interim report as well as strategy, budget and other meetings confirmed in the annual programme of the Board are considered regular meetings. In addition to regular meetings, the Board can hold extraordinary meetings.

The company’s President and CEO and CFO usually participate in Board meetings. Where necessary, such as in conjunction with discussing the strategy or budget, the meetings are also attended by other members of Lassila & Tikanoja plc’s Group Executive Board. The company’s General Counsel acts as the secretary of the Board of Directors. Minutes are prepared of Board meetings, subject to the signature of members of the Board of Directors participating in the meeting as well as the President and CEO of the company and secretary to the Board. These minutes are kept at the company’s headquarters.

The President and CEO is responsible for ensuring that the Board is provided with sufficient information for assessing the operations and financial situation of the company. He also supervises and reports to the Board on the implementation of the Board’s decisions.

The Board of Directors had 12 meetings during 2023. The average attendance rate of the members at the meetings was 100 per cent.

Key themes in Board work included strategy and directing and supporting its implementation, monitoring strategic projects, anticipating and developing the company structure and business portfolio, and directing risk management.