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.

Charter of the Board of Directors

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: -

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

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.