Board of Directors
The members of the Board are elected by the AGM. The term of a member of the Board lasts until the end of the next AGM. The Articles of Association provide that the Board consists of no fewer than five and no more than ten members. The Board elects the Chairman from among its members to serve until the next AGM. Possible new members of the Board are briefed to the business of the Group.
The duties and responsibilities of the Board are principally based on the Finnish Companies Act and the corporation’s Articles of Association. All significant issues concerning the corporation are decided by the Board. These include, but are not limited to, appointing and dismissing the President and Chief Executive Officer, approving strategic guidelines, financial statements, interim reports, business plans, annual budgets, stock exchange releases and considerable investments or divestments.
The Board assembles according to a pre-agreed time schedule to address designated matters. The Chairman of the Board composes an agenda according to a proposal made by the President and Chief Executive Officer. Members of the Board have a right to propose and include distinct matters into the agenda. The Board shall have a quorum when more than half of the Members of the Board are present. The opinion of the simple majority shall constitute the decision of the Board of Directors. The Board follows the written Charter of the Board approved by the Board of which crucial content has been covered here including the tasks of the Board of Directors. The President and Chief Executive Officer and the General Counsel, who acts as a secretary of the Board attend the meetings of the Board of Directors. Other members of the Executive Committee attend the meetings when necessary.
In connection with the preparation of a proposition concerning the assembly of the Board the corporation follows a practice in where the significant shareholders of the corporation prepare the propositions concerning the Board of Directors, including the propositions for the number of board members, remuneration and when necessary the members of the Board for the General Meeting. The Board has not established a Nomination Committee nor has the General Meeting erected a Shareholders’ Nomination Committee. The representatives of the significant shareholders of the corporation noted above are also members of the Board of the Corporation and the proposition shall be served for the information of the Board and to be discussed. The proposition shall also be released as a stock exchange release and be included in the notice of the General Meeting provided that the proposition has been delivered to the corporation early enough to be included in the notice.
The requirements set by the corporation’s operations and its development phase will be considered with regard to the composition of the Board of Directors. A candidate to the Board must have the necessary qualifications for the position and time to fulfil their duties. The number of members on the Board and its composition must enable efficient performance when the Board’s tasks are being managed. In order to ensure the diversity of the Board of Directors, the members’ competence, experience and industry-specific knowledge must be taken into account when candidates are being proposed as members of the Board. The corporation strives to have both genders represented in the Board and that members represent wide-ranging and diverse perspectives.
Duties of the Board of Directors add
The most important matters considered by the Board of Directors are:
annual and interim financial statements and reports
matters to be put before General Meetings of shareholders
appointment of the President and CEO
organization of financial supervision in the Company
The Board of Directors is also responsible for matters that are so far-reaching with respect to the area of the Group’s operations that they cannot be considered to fall within the scope of the Group’s day-to-day administration and management. Examples of these matters are:
approval of the Group’s strategic plan and long-term goals
approval of the Group’s annual business plan and budget
decisions concerning investments (annual investment plan and significant additional investments) and acquisitions
decisions regarding sale of real estate and businesses and also disposal of a significant part of any assets of a single business or business unit
decisions to raise loans and the granting of security or similar collateral commitments when their size is significant
risk management principles
the Group’s organizational structure
appointment of the members of the Executive Committee
monitoring and assessing the performance of the President and CEO
approval of the Company’s management principles and steering systems
appointment of the Board of Directors’ committees
approval of stock exchange releases
In addition to matters requiring its decision, the Board of Directors is also given updates at its meetings on the Group’s operations, financial position and risks.
The Board of Directors elects a chairman from among its members.
Board members
Emmanuel Viellard
Chairman
Chairman of the Board since 2024
Board member since 2000
Chairman of the Board 2005–2016
Main occupation: Viellard Migeon & Cie, President, LISI, Chief Executive Officer
Year of birth: 1963
Nationality: French
Background add
Education:
- Major in entrepreneurship, Ecole de Hautes Etudes Commerciales du Nord (Lille)
- Qualified chartered accountant
Work experience:
- CEO, LISI, 2016–
- Deputy CEO, LISI, 2000–2016
- CEO, Blanc Aero Industries, 1998–2000
- Deputy CEO, Blanc Aero, 1996–1998
- Group Financial Controller, LISI Group (ex GFI Industries), 1995–1996
- Financial Consultant, Audit Manager, Arthur Andersen, 1986–1995
Positions of trust:
- Member, Executive Committee, MEDEF, 2022–
- Member, Cercle de l’Ill, 2000–
- CEO, VMC family holding Company, 1999–
- Director, LISI and subsidiaries, 1991–
Independence:
Emmanuel Viellard is considered independent of the company, but not of its significant shareholders.
Shareholding:
Shareholding and options December, 2023: 2,000
Vesa Luhtanen
Board member
Board member since 2020
Main occupation: L-Fashion Group Oy, CEO
Year of birth: 1961
Nationality: Finnish
Background add
Education:
- Bachelor of Science in Business Administration, Pepperdine University, United States
Work experience:
- L-Fashion Group Oy, Managing Director / CEO, 1999– 2021
- L-Fashion Group, Vice Managing Director, 1998–1999
- L-Fashion Group Oy / Luhta, Director, 1995–1998
- Luhta Oy / Rukka, Director, 1990–1995
Positions of trust:
- Finnvera (Finnish Government financing company), Board Member, 2013–2015
- EK (Confederation of Finnish Industries), Council of Commerce, 2012–
- Finnish Design Foundation, Chairman of the Board, 2010–2017
- Nordea Bank, Member of Council, 2009–2017
- PHP Liiketoiminta Oyj (DNA) and PHP Holding Oy, Board Member, 2008–
- Lahden Teollisuusseura (Business Association in Lahti): Board Member, 2000–2014, President, 2010–2014, Vice President and Chairman of Design and Communication Project, 2008–2010
Independence:
Vesa Luhtanen is independent of the company and its significant shareholders.
Shareholding:
Shareholding and options December 31, 2023: -
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Pascal Lebard
Board member
Board member since 2024
Main occupation: Equerre Capital Partners, Co-Founder and Managing Partner
Year of birth: 1962
Nationality: French
Background add
Education
- EDHEC Business School - MBA, 1986
Work experience
- Chairman and CEO of SEQUANA – CEO of Arjowiggins and Antalis, 2007 – 2020
- Member then Chairman of the Executive board of Worms & Cie, 2004 – 2007
- EXOR GROUP (EX IFI INTERNATIONAL), Investment Director in charge of Europe, then Managing Director 1991 – 2004
- 3I GROUP PLC, Investment Director, then Partner (from 1989), 1988 – 1991
Positions of trust
- Bolloré* (1991-1999)
- Club Méditerranée* (1995-2014 - Executive Chairman 2000/2004)
- Château Margaux, 1993-2001
- Permal, Chairman 2004-2006
- SGS*, 2004-2009
- Taminco*, (US 2013-2014 – an Apollo company – Chairman of the Audit Committee)
- Ascometal, 2013-2014 (an Apollo company)
- LISI, 1995-2021 (Strategic, Audit, Remuneration Committee)
- Vivarte, 2015–2019 (representing Oaktree)
- CEPI 2007–2019
Independence
Independent of the company and its significant shareholders.
Julia Aubertin
Board member
Board member since 2014
Main occupation: Investor and advisor
Year of birth: 1979
Nationality: French
Background add
Education:
- Master in finance and capital markets, Ecole de Hautes Etudes Commerciales du Nord (Lille)
Work experience:
- Investor and Advisor, 2019 –
- Deputy Managing Director, Good Goût, 2013–2019
- National Account manager, Unilever, 2010–2013
- Brand Leader Ben & Jerry’s, Unilever, 2008–2010
Independence:
Julia Aubertin is independent of the company and its significant shareholders.
Shareholding:
Shareholding and options on December 31, 2023: -
Alexander Rosenlew
Board member
Board member since 2023
Main occupation: Orthex Group, CEO
Year of birth: 1971
Nationality: Finnish
Background add
Education:
- Certificate in Global Management, Insead
- Master of Science in Management (Leadership MBA), Boston University, Brussels
- Master of Science in Economics, Swedish School of Economics, Helsinki
Work experience:
- Orthex Group, CEO, 2010–
- Colgate-Palmolive Finland, Country Manager, 2002–2010
- Nestlé Corporation, Sales and Marketing management positions, 1997–2002
Positions of trust:
- Chemical Industry Federation of Finland, Board Member, 2018–
- Avainlippu Oy, Board Member, 2018–
- Finnish Plastics Industries Federation, Board Member, 2015–
- Lagerblad Foods Ltd, Board Member, 2007–
Independence:
Alexander Rosenlew is independent of the company and its significant shareholders.
Shareholding:
Shareholding on December 31, 2023: 6,095
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Johan Berg
Board member
Board member since 2023
Main occupation: Board professional
Year of birth: 1961
Nationality: Finnish
Background add
Education
- SWEDISH SCHOOL OF ECONOMICS HELSINKI, 1983-1987: MBA
Working experience
- Board Member Lumene Group, 2023- present
- Board Member Delipap, 2023- present
- Board Member Novita 2023-present
- Lumene Oy Group CEO 2018-2023
- Inwido Finland Oy Managing director, 2017-2018
- Managing director L’Oréal Baltics. 2014-2017
- March 2010-September 2014 Managing director L’Oréal Australia & New Zealand (ANZ)
- Managing director L’Oréal Finland, 2004-2010
- Managing director L’Oréal Norway, 2002-2004
- Division director consumer goods division, L’Oréal Finland, 1998-2002
- Export manager in Fazer Chocolate,1991-1998
- Mölnycke Wallco/SCA, Stockholm, Sales coordinator, 1986-1988
Previous positions of trust
- Cutrin Oy, Chairman, 2018 - 2023
- Suomen Kemianliitto, Board member, 2018-2023
- Berner Oy, Board member, 2017-2018
- Orthex Oy, Board member, 2007-2016
- Melbourne Fashion Festival (the world’s largest consumer fashion festival), 2011-2014
- Melbourne F1 board advisor, 2012-2014
- Australia Cosmetics and toiletries association, 2010-2014
Independence
Independent of the company and its significant shareholders.