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 3–8 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 2018–2022, Member of the Personnel Committee 2022–
Member of the Investment and Project Committee 2019–
Independent of the Company and its major shareholders.
Previous positions
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
Gubbe Sydänystävä Oy, Chairman of the Board
Casimir Lindholm
Member
Casimir Lindholm
Member
Born 1971, M.Sc.(Econ.), MBA
President and CEO at Cargotec Oyj
Citizenship: Finnish
Member of the Board 2022‒
Chairman of the Investment and Project Committee 2023–; Member of the Investment and Project Committee 2022‒2023
Independent of the Company and its major shareholders
Previous positions
Eltel Group AB: President and CEO 2018–2022
Lemminkäinen Group: President and CEO, 2014–2018; Deputy to CEO 2014;
Executive Vice President, Building Construction Finland 2013–2014
Eltel Group and Eltel Networks Infranet AB: various managerial positions, 2008–2012
Positions of trust
Cargotec Oyj, Member of the Board 2021–2023
Kerttu Tuomas
Member
Kerttu Tuomas
Member
born 1957, B.Sc. (Econ.)
Citizenship: Finnish
Member of the Board 2022–
Chairman of the Personnel Committee 2022–
Member of the Audit Committee 2023–
Independent of the Company and its major shareholders
Previous positions
Kone Corporation, Executive Vice President Human Resources and Member of Executive Board 2002–2017
Elcoteq Network Oyj, Group Vice President, Human Resources and Member of the Group Management Team 2000–2001
Positions of trust
Huhtamäki Oyj, Vice Chairman of the Board 2019–; Member of the Board 2017–
Medix Biochemica Group Oy, Member of the Board 2018–
Finnish National Opera and Ballet, Member of the Board 2016–
Kemira Oyj, Member of the Board 2010–2014; Vice Chairman of the Board 2014–2021
Jyri Luomakoski
Vice Chairman
Jyri Luomakoski
Vice Chairman
Born 1967, MBA
Citizenship: Finnish
Vice Chairman of the Board 2023–; Member of the Board 2022–2023
Chairman of the Audit Committee 2023– ; Member of the Audit Committee 2022–2023
Member of the Personnel Committee 2023–
Independent of the Company and its major shareholders
Previous positions
Uponor Group: President and CEO 2008–2021; Deputy CEO 2002–2008; CFO 1999-2008
Asko Oyj and Oy Uponor Ab: CFO 1999
Various managerial positions at Oy Uponor Ab, Oy Lars Krogius Ab and Datatrans Finland and Germany
Positions of trust
Purmo Group, Member of the Board and Chairman of the Audit Committee 2021–
Fiskars Group: Vice Chairman of the Board 2018–; Chairman of the Audit Committee 2016–
Varma Mutual Pension Insurance Company: Member of the Board and the Audit Committee 2015–
Keith Silverang
Member
Keith Silverang
Member
Born 1961, BA, MBA
Citizenship: Finnish, United States
Member of the Board 2022–
Member of the Personnel Committee 2022–
Independent of the Company and its major shareholders
Previous positions
Basemark Oy, CEO 2019 – 2021
Technopolis Plc, CEO 2008 – 2019; Director, Helsinki Metro Area unit 2006 – 2008
Technopolis Ventures Ltd, CEO 2004 – 2006
AAC Global, COO 2000 –2004
Positions of trust
Granlund Oy, Board member
Sami Laine
Member
Sami Laine
Member
Born 1971, M.Sc.(Econ.)
CFO at eniferBio Oy
Citizenship: Finland
Member of the Board 2022–
Member of the Audit Committee 2022–
Member of the Investment and Projcet Committee 2023–
Independent of the Company and its major shareholders.
Previous positions
Parmaco Group, CEO 2020 – 2021
Technopolis Oyj, CEO 2019 – 2020, CFO 2017 – 2019
Renor Oy, CFO 2016 – 2017
Oriola-KD Oyj, Group Treasurer/Head of Investor Relations 2014 – 2016
SATO Oyj, Group Treasurer 2009 – 2014
Etteplan Oyj, Group Treasurer 2008 – 2009
Uponor Corporation, Treasurer Analyst 2007 – 2008
Casino Amherst International Ltd, Manager 1994 – 2002
Positions of trust
Naava Group Oy, Member of the Board 2023–
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
Previous positions
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
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 16 March 2023. From among its number, the Board elected Jyri Luomakoski as chairman and Sami Laine and Kerttu Tuomas 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 16 March 2023. From among its number, the Board elected Kerttu Tuomas as chairman and Harri-Pekka Kaukonen, Jyri Luomakoski ja Keith Silverang 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 16 March 2023. From among its number, the Board elected Casimir Lindholm as chairman and Harri-Pekka Kaukonen, Sami Laine 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 16, 2023 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 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 2023. 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, also for meetings of the Board and its committees held via electronic remote connections or by telephone.
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 2022