Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Rectangle 212 + Rectangle 212 + Rectangle 212 Created with Sketch. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Twitter Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta.

Board of Directors

The Annual General Meeting on 9 March 2017 resolved that the Board of Directors consist of four ordinary members and elected the following members to the Board of Directors: Helene BiströmHenrik Ehrnrooth, Michael Rosenlew and Teuvo Salminen

Read more about the members of the Board of Directors below.

Henrik Ehrnrooth

Chairman of the Board

Member of the Pöyry Board since 1997

Primary working experience:

  • Pöyry PLC, Chief Executive Officer 1995-1997
  • Jaakko Pöyry Oy, partner and co-owner 1985-1997 and President and CEO 1986–1995
  • Jaakko Pöyry Oy, various positions in Finland and internationally 1979-1985

Key positions of trust:

  • Otava Ltd., Chairman of the Board of Directors 2014-, Member of the Board of Directors 1988-2014
  • Marcus Wallenberg Foundation, Member of the Board of Directors 2008-
  • Caverion Corporation, Chairman of the Board of Directors 2013-2015
  • YIT Corporation, Chairman of the Board of Directors 2009-2014

Henrik Ehrnrooth holds indirectly with his brothers Georg Ehrnrooth and Carl-Gustaf Ehrnrooth a controlling interest in Corbis S.A., which is a major shareholder of Pöyry PLC.

Teuvo Salminen

Vice Chairman of the Board

Member of the Pöyry Board since 2015

Primary working experience:

  • Pöyry PLC, Deputy to President and CEO 1999-2009
  • Pöyry PLC, Head of Infrastructure & Environment Business Group 1998-2000
  • Pöyry PLC, Head of Construction Business Group 1997-1998
  • Pöyry PLC, CFO 1988-1999
  • Jaakko Pöyry Oy, Manager of Finance and Accounting 1985-1988
  • Partner in an Accounting and Auditing firm 1978-1985

Key positions of trust:

  • Cargotec Oyj, member of the Board of Directors, Chairman of the Audit Committee 2010-
  • Glaston Oyj, member of the Board of Directors 2010-2014, Vice Chairman of the Board of Directors 2014-
  • Havator Oy, Chairman of the Board of Directors 2010-
  • Holiday Club Resorts Oy, Chairman of the Board of Directors 2008-2015, member of the Board of Directors 2015-
  • Evli Bank Oyj, member of the Board of Directors, Chairman of the Audit Committee 2010-
  • 3StepIT Group Oy, member of the Board of Directors 2012-2015 and 2016-
  • Tieto Oyj, member of the Board of Directors, Chairman of the Audit Committee 2010-2016
  • YIT Oyj, member of the Board of Directors 2001-2009 and 2014-2016
  • Capman Oyj, Vice Chairman of the Board of Directors, Chairman of the Audit Committee 2001-2012

Helene Biström

Member of the Pöyry Board since 2016

Primary working experience:

  • Norrenergi AB, Managing Director 2011-2014
  • Vattenfall AB, Vice CEO, member of Executive Group Management, Head of Business Group Pan Europe 2009-2010
  • Vattenfall AB, Vice Head of Vattenfall Nordic, member of Executive Group Management (2008) 2007-2008
  • Vattenfall AB, Head of Vattenfall Nordic Heat 2004-2007
  • Vattenfall AB, other positions in Vattenfall group 1983-2004

Key positions of trust:

  • Statkraft AS, member of Board of Directors 2016-2017
  • KTH Royal Institute of Technology, member of Board of Directors 2010-2017
  • Sveaskog AB, Chairman of Board of Directors 2015-2017, member of Board of Directors 2014-2015
  • Cramo Oyj, Chairman of Board of Directors 2014-2017, member of Board of Directors 2011-2014
  • Gasnätet Stockholm AB, Chairman of Board of Directors 2016-2017

Michael Rosenlew

Member of the Pöyry Board since 2016

Primary working experience:

  • Mikaros AB, Managing Director 2011-2014
  • IK Investment Partners, Managing Partner 2004-2010, Director 2001-2004, Deputy Director 1996-2001, Associate 1993-1996
  • Lundinvest Oy, Managing Director 1991-1992, CFO 1990-1991
  • Amer Oy, Group Business Controller 1988-1990
  • Y-Rahoitus Oy, CFO 1986-1988

Key positions of trust:

  • Stockmann Oyj Abp, member of the Board of Directors and member of the Audit Committee 2016-
  • Caverion Oyj, Chairman of the Board of Directors, Chairman of the Human Resources Committee and member of the Audit Committee 2017-, Vice Chairman of the Board of Directors and Chairman of the Audit Committee 2015-2017, member of Board of Directors 2013
  • Hartwall Capital Oy Ab, member of the Board of Directors 2013-

Composition of the Board 

Pursuant to Pöyry’s Articles of Association the Board of Directors consists of a minimum of four and a maximum of ten members. The Annual General Meeting decides on the number of members of the Board of Directors and elects the members for a term of one year lasting until the close of the following Annual General Meeting. The Board of Directors appoints from among its members a Chairman and a Vice Chairman.

In accordance with the Finnish Corporate Governance Code the majority of the members of the Board of Directors shall be independent of the company. In addition, at least two of the members representing this majority shall be independent of significant shareholders of the company.  

Duties of the Board 

The duties of the Board of Directors are specified in the Finnish Companies Act, the Board is responsible for overseeing that the management and operations, and the supervision of accounting and financial matters of the company are appropriately organised. The Board has authority to act in all matters not reserved by law or the company’s Articles of Association to another governing body. The Board of Directors meets as often as necessary to properly fulfil its duties. The Board of Directors decides well in advance on its annual meeting schedule and additional meetings are arranged when necessary. The Board of Directors evaluates its performance and working methods annually.

The Board of Directors has adopted for itself a Charter. According to the Charter, apart from the statutory duties the main tasks of the Board of Directors are:

  • Decision to convene the General Meeting of shareholders
  • Approval of the strategic goals and direction
  • Approval of strategically important or major acquisitions
  • Business control including, among others, approvals of control policies, and business matters in accordance with the Company's Authorities and Approval Policy (with Approval Matrix)
  • Approval of the business organisation structure
  • Appointment of the President and CEO
  • Approval of the appointments of the Group Executive Committee and other top management
  • Financial control including, among others, approval of half year financial reports and annual accounts and group level budgets
  • Approval of principles of risk management and internal control
  • Appointment of the Chief Audit Executive and approval of the Internal Audit Charter
  • Appointments to the Board Committees and review of the reports of the Board Committees

Board’s Committees

The Board of Directors of Pöyry PLC has two permanent committees: the Audit Committee and the Nomination and Compensation Committee. The committees assist the Board of Directors in its duties by preparing and reviewing in more detail matters falling within the competence of the Board of Directors. The Committees do not have independent decision-making power and they report regularly to the Board of Directors. The committees prepare minutes of their meetings.

The Board of Directors elects the committee members and a Chairman for each committee from among its members at its annual assembly meeting for a term of one year. The Board of Directors has approved charters for both committees.

Pöyry departs from recommendation 15 of the Corporate Governance Code as regard the minimum number of members of the committees of the Board of Directors. Pursuant to the recommendation 15, the committees must have at least three members. Pöyry’s Board of Directos has two permanent committees: the Audit Committee and the Nomination and Compensation Committee. Both committees have two members elected from among the members of the Board of Directors.

In consideration of the small size of the Board of Directors (four members), it has been decided by the Board of Directors that the preparation of matters is most effectively handled if each of the committees have only two members. This allows the members of the Board of Directors to concentrate on the work of one committee and promotes efficient working methods and swift decision making processes. It has been carefully considered that the committee members have the competences and experience required for the duties of the committees.

Audit Committee

The Audit Committee comprises at least two members. The majority of the members of the Audit Committee shall be independent of the company and at least one member shall be independent of significant shareholders.

The Board of Directors has approved a Charter for the Audit Committee. According to its Charter, the Audit Committee shall assist the Board of Directors in its responsibilities concerning

  • monitoring and supervising the financial reporting process
  • monitoring the efficiency of the company’s internal control, internal audit and risk management systems;
  • reviewing the description of the main features of the internal control and risk management systems pertaining to the financial reporting process, which will be included in the company’s corporate governance statement;
  • monitoring the statutory audit of the financial statements and consolidated financial statements;
  • reviewing the internal audit charter before submission to the Board of Directors for approval and reviewing internal audit plans and reports;
  • evaluating the independence and performance of the statutory auditor or audit firm, particularly the provision of related services to the company;
  • contacts with the auditor and revision of the reports that the auditor prepares for the Audit Committee; and
  • preparing the proposal for the resolution on the election of the auditor.

Nomination and Compensation Committee

The Nomination and Compensation Committee comprises at least two members. The majority of the members of the committee shall be independent of the company.

The Board has approved a Charter for the Nomination and Compensation Committee. According to its Charter, the committee’s duties are to review on an annual basis the composition and the performance of the Board, and to identify and review nominees for members in accordance with the company’s Guiding Principles for nomination of Directors of the Company. The Committee makes the proposal for the election of the members and their compensation to the Annual General Meeting of shareholders.

In addition, the committee evaluates and makes recommendations to the Board of Directors in regard to

  • matters relating to the appointment, compensation and other terms of the agreement of the President and CEO of the company and identification of successors;
  • basic principles about the compensation of the company’s Group Executive Committee members;
  • group level variable pay schemes, both short term and long term performance based incentive schemes; and
  • the executive talent pool based on reviews of successor candidates for key executive positions and reviews of other relevant factors for the executive talent pool.

See also