YIT is committed to good corporate governance through compliance.
The Board of Directors supervises and controls the management and operations of the company.
The duty of the Board is to promote the interests of all shareholders and the Group by seeing to the administration and proper organisation of operations. The Board of Directors comprises the Chairman and the Vice Chairman and 3–7 members elected by the Annual General Meeting of shareholders for one year at a time.
Harri-Pekka Kaukonen
Chairman
Harri-Pekka Kaukonen
Chairman
Born 1963, Ph.D., Computational material physics,
M.Sc. (Eng., Technical Physics)
Citizenship: Finnish
Chairman of the Board 2018–
Chairman of the Personnel Committee 2018–
Member of the Investment and Project Committee 2019–
Independent of the Company and its major shareholders.
Primary work experience
Sanoma Corporation, President and CEO 2011–2015
Oy Karl Fazer Ab, various executive positions 2003–2011
McKinsey & Company, partner 1999–2003
Positions of trust
Lindström Oy, Chairman of the Board
TietoEVRY Oyj, Member of the Board, Chairman of the Audit and Risk Committee
Suomen Vaka-palvelut II Oy (Touhula varhaiskasvatus), Chairman of the Board
Suomen Asuntoneuvoja Oy, Chairman of the Board
Frank Hyldmar
Member
Frank Hyldmar
Member
Born 1961, M.Sc.(Econ.)
Current position: CEO at Currenta GmbH & Co OHG
Citizenship: Danish
Member of the Board 2019–
Member of the Audit Committee 2019–
Independent of the Company and its major shareholders
Previous positions
CEO of Techem GmbH, 2015 – 2019
Elster SE, London, Brussels, Raleigh, Mainz, CEO Electricity and Smart Grid business division 2006 – 2015
DHL Brüssels and Bonn, Executive Director Global Marketing and Sales 2000 –2006
Positions of trust
-
Barbara Topolska
Member
Member
MBA
Current position: CPI Property Group, Poland, General Director
Citizenship: Polish
Member of the Board 2019‒
Member of the Investment and Project Committee 2019‒
Independent of the Company and its major shareholders
Primary work experience
Multi Poland, Managing Director CEE, 2016−2018
Neinver SA, Madrid, Chief Operations Officer 2012− ; General Director, Poland, France and Germany 2008−2012; General Director, Neinver Poland 2003−2008
Positions of trust
International Council of Shopping Centres, Member
ICSC Global Awards, Jury Member
Eero Heliövaara
Vice Chairman
Eero Heliövaara
Vice Chairman
born 1956, M.Sc. Engineering, M.Sc. Economics
Citizenship: Finnish
Member of the Board 2018−
Chairman of the Investment and Project Committee 2019–
Member of the Personnel Committee 2019–
Independent of the Company and its major shareholders
Primary work experience
Director General, Prime Minister´s Office, Ownership Steering Department, 2013–2017
Board Professional and Angel Investor, 2010–2012
SRV Group Plc, President and CEO, 2006–2009
Pohjola Group Plc, President and CEO, 2001–2005
Ilmarinen Mutual Pension Insurance Company, Executive vice President and CIO, 1998–2001
Positions of trust
Sitowise Oy, Chairman of the Board
CapMan Oyj, Member of the Board
Saastamoinen Foundation, Member of the Board
Finnish Foundation of Economic Education, Member of Delegation
DIF - Directors' Institute Finland, Member of the Board
Lympha Touch Oy, Member of the Board
Foundation of the Finnish Cancer Institute , Vice chairman of the Board
Olli-Petteri Lehtinen
Member
Olli-Petteri Lehtinen
Member
Born 1960, Master of Economics
Citizenship: Finnish
Member of the Board 2018–
Chairman of the Audit Committee 2019–
Independent of YIT Corporation and its major shareholders
Primary work experience
Nordea Bank Concern: Director of various positions in Finland and Nordic countries 2001–2017
Vectia Ltd, senior partner and co-Owner 2000–2001
Positions of trust
Aktia Bank Plc, Member of the Board and Audit Committee
Nordic Trustee Oy, Chairman of the Board
Are Oy, Member of the Board
Tiina Tuomela
Member
Tiina Tuomela
Member
Born 1966, MSc (Eng), MBA
Current position: Executive Vice President of Fortum, Generation Division
Citizenship: Finnish
Member of the Board 2017−
Member of the Personnel Committee 2018−
Independent of YIT Corporation and its major shareholders
Previous positions
Fortum Corporation, Executive Vice President, Nuclear and Thermal Power
Division 2014–2016
Fortum Power and Heat Oy, Vice President, Finance in Power Division 2009–
2014
Fortum Power and Heat Oy, Vice President, Business Control and Support,
Generation 2005–2009
Fortum, several managerial positions (business control, investments, strategy)
1990–2005
Positions of trust
Finnish Energy, Member of the Board
Kemijoki Oy, Vice Chairman of the Board
Teollisuuden Voima Oyj, Chairman of the Board
Uniper SE, Member of the Supervisory Board
Alexander Ehrnrooth
Member
Member
Born 1974, M.Sc.(Econ.), MBA
Current position: President and CEO of Virala Corporation
Citizenship: Finnish
Member of the Board 2019–
Member of the Audit Committee 2019–
Member of the Investment and Project Committee 2019–
Independent of the Company and dependent on significant shareholder
Previous positions
Wärtsilä Corporation, Member of the Board 2010‒2015
Munksjö Corporation, Member of the Board 2014‒2017
Ahlstrom Corporation, Member of the Board 2015‒2017 (company mergered with Munksjö Corporation on April 1, 2017)
Fiskars Corporation, Member of the Board 2000‒2018
Positions of trust
Ahlstrom-Munksjö Corporation, Member of the Board
Aleba Corporation, Chairman of the Board
Belgrano Inversiones Oy, Chairman of the Board
Nidoco AB, Chairman of the Board
Virala Oy Ab, Member of the Board
Kristina Pentti-von Walzel
Member
Kristina Pentti-von Walzel
Member
Born 1978, M.Sc. (Econ.), M.Sc. (Pol.Sc.)
Current position: Laponie Oy, CEO and Chairman
Citizenship: Finnish
Member of the Board 2018‒
Member of the Audit Committee 2018‒
Independent of the Company and its major shareholders.
Primary work experience
Libera Foundation, Excecutive Director 2013‒2015
Hanken School of Economics, Campaign Director/fundraising 2008–2011
Work experience placements in the Ministry for Foreign Affairs of Finland
as well as in various positions in personnel management and the financial
services industry for companies such as Mandatum Stockbrokers Ltd and
Fortum Corporation 1999–2006
Positions of trust
Foundation for Economic Education, Vice Chairman of the Board
Libera Foundation, Member of the Board
Among other duties, the Board of Directors
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
YIT Corporation's Board of Directors held its organizational meeting on March 18, 2021. From among its number, the Board elected Olli-Petteri Lehtinen as chairman and Alexander Ehrnrooth, Frank Hyldmar and Kristina Pentti-von Walzel as members 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.
YIT Corporation's Board of Directors held its organizational meeting on March 18, 2021. From among its number, the Board elected Harri-Pekka Kaukonen as chairman and Eero Heliövaara and Tiina Tuomela as members 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.
YIT Corporation's Board of Directors held its organizational meeting on March 18, 2021. From among its number, the Board elected Eero Heliövaara as chairman and Alexander Ehrnrooth, Harri-Pekka Kaukonen 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.
The Annual General Meeting decided on March 18, 2021 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:
In addition, it was decided that the award and payment of the fixed annual fee be contingent on the Board members committing to purchasing directly, based on the resolution of the Annual General Meeting, YIT Corporation shares amounting to 40% of the fixed annual fee from a regulated market (Nasdaq Helsinki Ltd) at a price determined by public trading, and that the shares in question be purchased directly on behalf of the Board members. The shares shall be purchased within two weeks of the publication of the interim report for the period January 1–March 31, 2021.
In addition to the fixed annual fee, the Board and its permanent and temporarily appointed committee member living in Finland be paid a meeting fee of EUR 800 per meeting and a member living elsewhere in Europe be paid EUR 2,000. 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 2020