Board of Directors

Among other duties, the Board of Directors 

• ensures that the supervision of accounting and asset management is organised appropriately
• reviews and approves the company’s Financial Statements and the Board of Directors’ report as well as interim reports and half-yearly reports
• supervises and controls operating management
• elects and dismisses the CEO and his deputy, decides on their salaries, and fees and agrees on the other terms of their employment                   
• convenes the Annual General Meeting and makes proposals on matters to be included on the agenda
• specifies the dividend policy and makes a proposal to the Annual General Meeting on the dividend to be paid annually
• approves the Group’s strategy, strategic goals and risk management principles
• approves budgets and action plans and oversees their implementation
• approves significant acquisitions and other investments
• confirms the Group’s functional structure
• ensures the functioning of management systems
• ratifies the Group’s values and management principles
• monitors and evaluates the Group’s financial reporting system as well as the effectiveness of internal control, internal auditing and risk management
• monitors the Group’s audit and monitors and evaluates the auditor’s independence and the provision of non-audit services by the auditor
• prepares a proposal for the election of the auditor

The Board of Directors has three permanent Committees: The Audit Committee,  the Personnel Committee and the Investment and Project Committee.

The Board of Directors elects the members and Chairmen of the committees from among its members at its constitutional meeting following the Annual General Meeting. The committees have written standing orders ratified by the Board of Directors. The committees report to the Board of Directors on the matters they deal with and the required actions on a regular basis at the Board meeting following each committee meeting.

In addition to Audit, Personnel and Investment and Project committees, the Board may appoint other permanent or temporary committees to focus on certain duties assigned by the Board

Audit Committee

YIT Corporation's Board of Directors held its organizational meeting on March 17, 2022. From among its number, the Board elected Olli-Petteri Lehtinen as chairman and Frank Hyldmar and Jyri Luomakoski as members of the Audit Committee. In addition, on October 7 2022, the Board reinforced the composition of the committees and elected Sami Laine as a member of the Audit Committee. 

The Audit Committee assists the Board of Directors in the supervision of the Group's reporting and accounting processes. Its tasks include overseeing the financial reporting process of the company, the effectiveness of internal control, internal audit and risk management systems, as well as monitoring and assessing the audit. The Committee participates in the reparation of the Group's financing policy, financing plan and financing arrangements. The Committee reviews the company's Financial Statements Interim Reports and Half-Year Reports monitors auditing. It also evaluates compliance with laws and regulations and follows the Group's financial position.

The Committee convenes at least four times per year and more often if necessary. It comprises three to five members, the majority of whom must be independent of the company, and at least one of the members must be independent of major shareholders. Persons who have extensive knowledge of the Group’s business operations and business segments and sufficient knowledge of accounting and accounting principles are elected as members. The Corporate General Counsel acts as the secretary of the Audit Committee.

Personnel Committee

YIT Corporation's Board of Directors held its organizational meeting on March 17, 2022. From among its number, the Board elected Kerttu Tuomas as chairman and Eero Heliövaara and Harri-Pekka Kaukonen as members of the Personnel Committee. In addition, on October 7 2022, the Board reinforced the composition of the committees and elected Keith Silverang as a member of the Personnel Committee. 

The task of the Personnel Committee is to assist the Board of Directors in issues related to appointing and rewarding key personnel. Among other things, the Personnel Committee prepares the proposals for the Group’s corporate culture and HR policy development, remuneration and incentive schemes, the rules for performance-based bonuses and performance-based bonuses paid to the management. In addition,  identifying talents, the development of key personnel and planning for management successors fall under the preparation responsibility of the committee. 

The Committee convenes as necessary and when summoned by the Chairman. It has a minimum of 3 and a maximum of 5 members who all have knowledge of Group's business operations and business segments as well as HR and remuneration-related matters. The majority of the members of the Personnel Committee must be independent of the company. The President and CEO and other members of the company’s executive management cannot be members of the Personnel Committee. The Senior Vice President, Human Resources, serves as the Committee’s secretary.

Investment and Project Committee

YIT Corporation's Board of Directors held its organizational meeting on March 17, 2022. From among its number, the Board elected Eero Heliövaara as chairman and Harri-Pekka Kaukonen, Casimir Lindholm and Barbara Topolska as members of the Investment and Project Committee.

The Investment and Project Committee reviews and prepares for the Board of Directors’ decision, inter alia, significant tenders, projects and investments as well as monitors portfolio development, reporting and risk management

The main function of the Investment and Project Committee is to assist the Board of Directors of YIT Corporation by discussing and preparing, in accordance with the internal decision-making authorizations approved by the Board of Directors, significant contract tenders, property development projects, plot and area development project investments and divestments, acquisitions, disposals and equity investments, and to monitor the development, financial reporting and risk management of the respective portfolios.

Remuneration of the Board and its Committees and remuneration of the Nomination Board

The Annual General Meeting decided on March 17, 2022 that the members of the Board of Directors be paid the following fixed annual fees for term of office ending at the conclusion of the next Annual General Meeting:

• Chairman of the Board: EUR 105,000
• Vice Chairman and Chairmen of the permanent Committees: EUR 73,500, unless the same person is Chairman of the Board or Vice Chairman of the Board
• members EUR 52,500
  
  

In addition, it was decided that the annual remuneration for the members of the Board of Directors shall be paid in Company shares so that 40% of the annual fee is paid in YIT Corporation shares to be purchased on the Board members’ behalf from the market at a price determined in public trading from a regulated market (Nasdaq Helsinki Ltd). The shares will be purchased within two weeks of the publication of the interim report for the period 1 January–31 March 2022. The Company will pay any costs related to the purchase of Company shares.

In addition to the fixed annual fee, the members of the Board and its permanently and temporarily appointed committees living in Finland be paid a meeting fee of EUR 800 per meeting and members living elsewhere in Europe be paid EUR 2,000. However, if the meeting is held by phone or by other electronical devices and connections, the Board and Committee meeting fee is proposed to be EUR 800 per meeting for both members living in Finland and elsewhere in Europe.

The chairman of the Board and the chairmen of the permanent and temporarily appointed committees be paid a meeting fee of EUR 1,600 per meeting. Per diems are paid for trips in Finland and abroad in accordance with YIT Corporation’s and tax authorities’ travelling compensation regulations.

The members of the Shareholders’ Nomination Board, including the expert member, will be paid a meeting fee of EUR 800 per a Board meeting and the Chairman be paid EUR 1,600 per a Board meeting.

Read more about remuneration to the Board and Committees in the Remuneration Report 2021