Board of Directors

Terveystalo's Board of Directors makes decisions in principle concerning the company and decides on matters that have a wide-ranging impact on the company's operations. The company’s current board of directors has seven members, all of whom are independent of the company. Four of the members are also independent of the company's significant shareholders. The Chairman of the Board is Kari Kauniskangas.

Terveystalo Board of Directors

Kari Kauniskangas

Kari Kauniskangas

b. 1962, M.Sc. (Econ.), Finnish citizen.
Chairman of the Board of Directors since 2019.
Independent of the company and its largest shareholders.

Dag Andersson

Dag Andersson

b. 1961, BA (Hons), MBA, Swedish citizen.
Member of the Board of Directors since 2019.
Independent of the company and its largest shareholders.

Kristian Pullola

Kristian Pullola

b. 1973, M.Sc (Econ), Finnish Citizen.
Member of the Board of Directors since 2021.
Independent of the company and its largest shareholders.

Katri Viippola

Katri Viippola

b. 1976, Executive MBA, Master of Arts, Finnish citizen.
Member of the Board of Directors since 2018.
Independent of the company, but not of its significant shareholders due to her position as the SVP, HR and Communications and member of the Group Executive Team.

Matts Rosenberg

b.1977, Ph.D. (Econ.), Finnish Citizen
Member of the Board of Directors since 2022.
Independent of the company, but not of its significant shareholders due to his position as the CEO of Rettig Group.

Carola Lemne

Carola Lemne

b.1958, Licensed physician, M.D. and associate professor, Karolinska Institutet, Swedish Citizen.
Member of the Board of Directors since 2022.
Independent of the company and its largest shareholders.

Introductions of the Terveystalo Board of Directors

b. 1962, M.Sc. (Econ.), Finnish citizen. Chairman of the Board of Directors since 2019. Independent of the company and its largest shareholders.

Committee memberships: Chairman of the Remuneration Committee, Member of the Shareholders’ Nomination Board

Main occupation: Board Professional

Primary working experience: 

2008–2017, Fiskars Corporation, President and CEO
1999–2007 Amer Sports Corporation, multiple executive positions, most recently Senior Vice President, Sales & Distribution and Head of Winter & Outdoor division

Main positions of trust: 
2020– Ahlström Capital Oyj, Chairman of the Board of Directors,
2021– Ahlström Invest B.V., Chairman of the Supervisory Board,
2019– Veho Oy AB, Chairman of the Board of Directors

Main past positions of trust: 

2018–2019 Raisio Plc, Vice Chairman of the Board of Directors,
2008–2010 Wärtsilä Corporation, Member of the Board of Directors

b. 1961, BA (Hons), MBA, Swedish citizen. Member of the Board of Directors since 2019. Independent of the company and its largest shareholders.

Committee memberships: Member of the Remuneration Committee

Main occupation: President and CEO of XVIVO Perfusion AB

Primary working experience: 
2008–2018 Diaverum AB (formerly Gambro Health Care), President and CEO
1998–2007 Mölnlycke Health Care AB, multiple executive positions, most recently President of the Surgical Division

Main positions of trust: Chairman of the Board of Directors of GHP International

Main past positions of trust: 
2018–2019 Diaverum Arabia, Chairman of the Board of Directors,
2009–2011, Terveystalo, Member of the Board of Directors,
2015–2020 Nolato, Member of the Board of Directors,
2018–2020 GHP AB, Member of the Board of Directors

b. 1973, M.Sc (Econ), Finnish Citizen

Member of the Board of Directors since 2021. Independent of the company and its largest shareholders. 

Committee memberships: Chairman of the Audit Committee  

Main occupation: Advisor and board professional 

Primary work experience
2017–2020 Nokia Corporation, Executive Vice President and CFO.
2006–2016 multiple executive and managerial positions in finance and treasury at Nokia Corporation, most recently Senior Vice President, Corporate Controller

Main positions of trust:
2020– Antilooppi real estate investment company, Chairman of the Board of Directors,
2021– Kemira Oyj, Member of the Board of Directors,
2021– Eduhouse Oy, Chairman of the Board of Directors

Main past positions of trust: 
2010–2020 Ilmarinen Mutual Pension Insurance Company, Member of the Board of Directors and Chairman of the Audit Committee

b. 1976, Executive MBA, Master of Arts, Finnish citizen. Member of the Board of Directors since 2018.
Independent of the company, but not of its significant shareholders due to her position as the SVP, HR and Communications and member of the Group Executive Team.

Committee memberships: Member of the Remuneration Committee

Main occupation: 2016– Varma Mutual Pension Insurance Company, SVP,
HR and Communications

Relevant work history:
2013–2015 Keva, HR and Administrative Director, HR Director,
2008–2013 Yle (Finnish Broadcasting Company), Head of Personnel Development, HR Manager, HR Consultant,
2002–2008 Yle, Yle News and Aamu-tv morning show, Journalist and News Anchor

Key positions of trust:
The Finnish Broadcasting Company Yle, Vice Chairman of the Board of Directors,
Economic Information Office TAT, Member of the Board of Directors

 

b.1977, Ph.D. (Econ.), Finnish Citizen
Member of the Board of Directors since 2022.
Independent of the company, but not of its significant shareholders due to his position as the CEO of Rettig Group.

Committee memberships: Member of the Audit Committee

Main occupation: Rettig Group, CEO

Primary working experience:
2019 – Rettig Group, CEO
2018 – 2019 Rettig Group, Deputy CEO & Head of Core Investments
2016 – 2018 Rettig Group, COO
2014 – 2016 Fortaco Group, CEO&CFO
2005 – 2013 IK Partners, Investment professional

Main positions of trust: 
2016- Purmo Group, Member of the Board of Directors
2018- Purmo Group, Member of the Audit Committee

Main past positions of trust: 
2020 – 2021 Alandia Försäkring Abp, Chairman of the Board of Directors
2020 – 2021 Alandia Försäkring Abp, Chairman of the Solvency & Investment Committee
2018 – 2021 Nordkalk Corporation, Chairman of the Board of Directors
2018 – 2021 Nordkalk Corporation, Member of the Audit Committee
2017 – 2020 Alandia Försäkring Abp, Deputy member of the Board of Directors
2016 – 2018 Nordkalk Corporation, Member of the Board of Directors

b.1958, Licensed physician, M.D. and associate professor, Karolinska Institutet, Swedish Citizen
Member of the Board of Directors since 2022.
Independent of the company and its largest shareholders.

Committee memberships: Member of the Remuneration Committee

Main occupation: Associate professor, Karolinska Institutet

Primary working experience:

1998-   Karolinska Institutet, Associate professor
2014-2016 Confederation of Swedish Enterprise, Director General
2008-2014  Praktikertjänst AB, CEO and president
2000-2007  Danderyds University Hospital, CEO
1993-2000  Pharmacia Corporation, Multiple managerial positions, most recently Vice President, Clinical Development and Regulatory Affairs Strategy

Main positions of trust
2017 -  Arjo AB, Non-Executive Director
2019 -  International English School AB, Chairman of the Board of Directors
2019 -  Junior Achievement Sweden, Chairman of the Board of Directors
2019 -  ArtClinic AB, Chairman of the Board of Directors
2019 -  IRLAB AB, Vice Chairman of the Board of Directors

Main past positions of trust: 
2018-2019  Alecta AB, Vice Chairman of the Board of Directors
2015-2018  AFA Försäkringar, Member of the Board of Directors
2013-2017   Uppsala University, Chairman of the Board of Directors
2010-2014  Investor, Independent Director
2009-2011  Meda, Member of the Board of Directors
2008-2018   Confederation of Swedish Enterprise, Member of the Board of Directors
2004-2009 Apoteket, Member of the Board of Directors
2004-2009  Strategic Research Foundation, Member of the Board of Directors
2003-2017  Getinge AB, Member of the Board of Directors

Description of the operations of the Board

As of the completion of the Listing, the members of the Board of Directors are to be elected at each Annual General Meeting of Shareholders for a term that ends upon the conclusion of the Annual General Meeting of Shareholders following the election. Immediately after the Annual General Meeting, the Board of Directors holds an organization meeting where it, among other things, appoints the Chairman of the Board of Directors from among its members.The CEO attends the meetings of the Board of Directors. The Chief Financial Officer (the "CFO") and other members of the Company's Executive Team attend the meetings of the Board of Directors upon invitation by the Board of Directors.

The Board of Directors has established and approved a written charter for its work to complement the Articles of Association and applicable laws and regulations. The charter of the Board of Directors describes the composition of the Board of Directors and the selection of directors, the responsibilities of the Board of Directors, meeting practices, division of tasks within the Board of Directors and reporting to the Board of Directors.

There are no limitations as to the number of terms a member of the Board of Directors can serve and no maximum age limit. The majority of the members of the Board of Directors must be independent of the Company, and at least two of the independent members of the Board of Directors must also be independent of the significant shareholders of the Company. Each member of the Board of Directors must provide the Board of Directors with sufficient information that will allow the Board of Directors to evaluate his or her qualifications and independence and notify the Board of Directors without delay of any changes in such information.

All members of the Board of Directors are required to deal at arm's length with the Company and its subsidiaries and to disclose to the Board of Directors circumstances that might be perceived as a conflict of interest.

Based on an evaluation by the Board of Directors pursuant to the Finnish Corporate Governance Code 2020, all of the directors are considered to be independent of the Company. Kari Kauniskangas, Dag Andersson, Kristian Pullola and Åse Aulie Michelet are considered to be independent of the Company's significant shareholders, whereas Niko Mokkila, Katri Viippola and Tomas von Rettig are considered to not be independent of the Company's significant shareholders. Niko Mokkila serves as the Managing Director of Hartwall Capital, Katri Viippola serves as the Senior Vice President at Varma Mutual Pension Insurance Company and Tomas von Rettig is the Chairman of the Board of Rettig Group Ltd.

The Board of Directors has a quorum when more than one half of its members are present. A decision by the Board of Directors is the opinion supported by the majority of the members present at a meeting. In case of a tie vote, the Chairman of the Board of Directors has the casting vote. The Board of Directors may make written resolutions without meeting provided that all the members of the Board of Directors agree on such resolution, that minutes of the decision are drawn and that all the members of the Board of Directors sign the minutes.

In 2020, the Board of Directors of Terveystalo convened 19 times.  The average attendance frequency at the meetings of the Board of Directors was 100 percent.

The Board of Directors has general competence to decide and act in all matters not reserved for other corporate governing bodies by law or under the provisions of the Company's Articles of Association. The Board of Directors is responsible for the Company's administration and the appropriate arrangement of its operations. The Board of Directors also ensures that the supervision of the Company's accounting and asset management is appropriate.

The Board of Directors decides on matters of principle and on any issues that would have broad-ranging implications for the Company. It decides on major corporate plans and transactions as well as establishes limits for capital expenditures, investments and divestitures and financial commitments.

The Board of Directors' responsibilities also include the responsibility to review and approve the strategic objectives and strategic plans of the Company and its business areas as well as to monitor their implementation. The Board of Directors also reviews and approves the Company's financial targets.

In addition, the Board of Directors monitors and assesses the Company's financial reporting system, approves the Company's financial reports and monitors the Company's external audit. It also ensures that the Company has defined the operating principles of internal control, internal audit and risk management and monitors that they are effective. In all situations, the Board of Directors must act in accordance with best interest of the Company and its shareholders.

The Board of Directors appoints the CEO and his or her Deputy upon the recommendation of the Remuneration Committee, dismisses him or her, supervises his or her actions, and approves his or her service contracts and remuneration upon the recommendation of the Remuneration Committee. The Board of Directors also appoints upon the proposal of the CEO the Executive Team reporting directly to the CEO and approves their service contracts and remuneration upon the recommendation of the Remuneration Committee. In addition, the Chairman of the Board of Directors has to be consulted by the CEO upon dismissal of members of the Executive Team reporting directly to the CEO.

The Board of Directors may establish specific committees to assist the Board of Directors in the preparation and performance of the duties and responsibilities of the Board of Directors, determine their sizes and compositions, and approve their charters. The Board of Directors has established two permanent committees: the Audit Committee and the Remuneration Committee. The committees of the Board of Directors regularly report on their work to the Board of Directors. In addition to the committees of the Board of Directors, Terveystalo has a Shareholders' Nomination Board. The members and Chairmen of the committees are appointed annually by the Board of Directors from among the Board members at the Board of Directors' organizational meeting upon the recommendation of the Remuneration Committee based on each committee member's qualification standards. Neither the CEO nor members of the Executive Team reporting directly to the CEO may be appointed to any committees.

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities of the Company's financial reporting processes and in monitoring the audit of the Company. The Audit Committee also assists the Board of Directors in its oversight of matters pertaining to financial reporting, internal control, internal audit and risk management.

The Audit Committee monitors the financial reporting processes, the quality and integrity of the financial statements and other financial reports as well as the financial performance of the Company. It also monitors the statutory audit of the financial statements, consolidated financial statements and the annual, half-year and interim financial reports. In addition, the Audit Committee monitors the effectiveness of the Company's internal control, internal audit and risk management systems and evaluates the performance of the internal audit. The Audit Committee also evaluates the qualifications and independence of the external auditor and, in particular, the provision of non-audit services to the Company, prepares the proposal for the election of the external auditor as well as monitors compliance with legal and regulatory requirements. The Audit Committee prepares the proposal for the remuneration and election or re-election of the external auditor and submits its recommendation for the appointment of the external auditor to the Board of Directors. Further, the Committee shall ensure that the Board of Directors is aware of matters which may significantly impact the Company's financial condition or affairs of the business.

The Audit Committee consists of at least three members appointed by the Board of Directors. The Audit Committee has a Chairman, who is appointed by the Board of Directors. The members of the Audit Committee must meet the independence and expertise criteria and other criteria applicable to Audit Committee members of publicly listed companies in Finland. The Audit Committee as a whole shall have the expertise and experience required for the performance of the Audit Committee's duties and responsibilities. Desirable qualifications for the Audit Committee members include appropriate understanding of accounting practices and financial reporting gained through education or experience in performing or overseeing related functions. At least one Audit Committee member shall have competence in accounting or auditing, and the Audit Committee members as a whole shall have competence relevant to the sector in which the Company operates. The Chairman of the Audit Committee reports regularly to the Board of Directors and submits to the Board of Directors the minutes of its meetings. The Audit Committee meets at least four times per year. The Audit Committee meets separately with the representatives of management, and the external and internal auditor, at least twice a year. The Committee members shall also meet regularly without members of management of the Company present. The Audit Committee meetings may be held by telephone or by electronic means.

Kristian Pullola serves as the Chairman of the Audit Committee and Matts Rosenberg and Katri Viippola serve as members of the Audit Committee.

Remuneration Committee

The Remuneration Committee of the Board of Directors identifies individuals qualified to serve as the CEO of the Company and makes recommendations to the Board of Directors for approval of the appointment of the CEO. It also assists the Board of Directors in connection with major management reorganizations based on preparation and proposals by the CEO.

The Remuneration Committee assists the Board of Directors with its responsibilities relating to the evaluation and remuneration of the CEO and other members of the Executive Team reporting directly to the CEO, oversees the Company's remuneration policies, schemes and plans as well as reviews appropriate succession planning procedures for the Executive Team.

The Remuneration Committee consists of at least three members appointed by the Board of Directors. The members of the Remuneration Committee must meet the applicable independence criteria applicable to such committee members of publicly listed companies in Finland, including that the majority of the members of the committee have to be independent of the Company. The Remuneration Committee members must have the expertise and experience required for the performance of the duties and responsibilities of the Remuneration Committee. Desirable qualifications for the members of the Remuneration Committee include experience in business management, corporate governance, human resources management and executive remuneration.

The Remuneration Committee establishes its own schedule and meets as frequently as necessary to carry out its responsibilities under its Charter, and in any case at least two times per year.

Kari Kauniskangas serves as the Chairman of the Remuneration Committee and Dag Andersson and Carola Lemne serve as members of the Remuneration Committee.

Shareholders' Nomination Board

On September 26, 2017, the EGM resolved to establish a Shareholders' Nomination Board consisting of shareholders of the Company, or persons appointed by such shareholders, for annually preparing proposals concerning the election and the remuneration of the members of the Board of Directors to the Annual General Meeting. The decision to establish the Shareholders' Nomination Board and to adopt its Charter were made subject to the completion of the Listing.

According to the Charter of the Shareholders' Nomination Board adopted conditionally, the Shareholders' Nomination Board comprises the Chairman of the Board of Directors of the Company and representatives of the four largest shareholders of the Company. However, in case the fifth largest shareholder has a holding that exceeds 10 percent of all the shares and votes in the Company, the five largest shareholders will be represented at the Shareholders' Nomination Board. The four largest shareholders (or, in case the fifth largest shareholder would have a holding that exceeds 10 percent of all the shares and votes in the Company, the five largest shareholders), as determined on the basis of the shareholder register of the Company maintained by Euroclear Finland on the first banking day of the September preceding the Annual General Meeting, shall each have a right to nominate a representative to the Shareholders' Nomination Board.. If two or more shareholders has the same number of shares and cannot all have the right to nominate one of the members of the Shareholders' Nomination Board, the right to nominate shall be determined by the drawing of lots among such shareholders. If a shareholder, who would have the obligation to notify the Company of certain changes in shareholding under the Securities Markets Act (flagging obligation), presents a written request directed to the Board of Directors by the end of August, the holdings of a corporation or a foundation controlled by the shareholder or the shareholder's holdings in several funds or registers will be combined when calculating the nomination right. A holder of nominee-registered shares will be taken into account when determining the composition of the Shareholders' Nomination Board if the holder of nominee-registered shares presents a request concerning the issue directed to the Board of Directors of the Company by the end of the August preceding the Annual General Meeting.

The Chairman of the Board of Directors convenes the first meeting of the Shareholders' Nomination Board and the Shareholders' Nomination Board elects a Chairman amongst its members.

The Company’s principles concerning the diversity of the Board of Directors came into effect on 27 September, 2017. The Board of Directors updated the diversity policy on 10 February, 2021.The Company regards the diversity of the Board of Directors as a material factor, which supports the Company’s business and its development as well as the Company in achieving its strategic targets. The work of the Board of Directors requires understanding of differences in cultures, values, and business practices.

Diversity is assessed from different perspectives, including age, gender, education, and professional background. Both genders shall be represented on the Board of Directors. In planning the composition of the Board of Directors, the Nomination Board considers the composition of the Board from the perspective of the Company’s current and future business needs, taking into account the diversity of the Board. In 2021, the Company’s Board of Directors met the diversity criteria. The age span of Board members is 41-69years. Two of the Board members are women and five are men.