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 executive management
• elects and dismisses the President and CEO and their 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 assesses the auditor’s independence and the provision of non-audit services by the auditor
• prepares a proposal for the election of the auditor and sustainability assurance provider

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

The Board elects the members and Chairs of the committees from among its members at its constitutional meeting following the Annual General Meeting. The committees have written rules of procedure ratified by the Board of Directors. The committees report to the Board on the matters processed by them and the required actions on a regular basis at the Board meeting following each committee meeting.

Audit Committee

YIT Corporation's Board of Directors held its organizational meeting on April 3, 2025. From among its number, the Board elected Jyri Luomakoski as chairperson and Anders Dahlblom, Sami Laine and Leena Vainiomäki as members of the Audit Committee. 

The Audit Committee assists the Board of Directors in the supervision of the Group’s accounting and reporting processes. Its duties include overseeing the financial reporting process of the company and the effectiveness of internal control, internal audit and risk management systems, in addition to monitoring and assessing the audit. The committee participates in the preparation of the Group’s financing policy, financing plan and financing arrangements. In addition, the committee reviews the financial statements and interim and half-year reports, assesses compliance with laws and regulations, and monitors the audit and the Group’s financial situation.

 The committee convenes at least four times per year, and more frequently if necessary. The committee consists of 3–5 members, the majority of whom must be independent of the company, and at least one of members must be independent of major shareholders. Persons with extensive knowledge of the Group’s business operations and business segments and who possess the qualifications required by the committee’s sphere of duties are elected as committee 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 April 3, 2025. From among its number, the Board elected Kerttu Tuomas as chairperson and Jyri Luomakoski and Leena Vainiomäki as members of the Personnel Committee. 

The task of the Personnel Committee is to assist the Board of Directors in matters related to the appointing and rewarding key personnel. Its duties include preparing proposals for the development of corporate culture and personnel policy and in terms of remuneration and incentive schemes, as well as the performance bonus rules and performance bonuses for the management. The committee oversees the talent identification process, key personnel development, and succession planning for the management, in addition to preparing the remuneration policy and the remuneration report for governing bodies.

The committee meets at the invitation of its Chair on a need basis. It consists of 3–5 members with experience in the Group’s business operations, business segments, and personnel and remuneration 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 Executive Vice President, Human Resources serves as the secretary to the committee.

Investment and Project Committee

YIT Corporation's Board of Directors held its organizational meeting on April 3, 2025. From among its number, the Board elected Casimir Lindholm as chairperson and Anders Dahlblom and Sami Laine as members of the Investment and Project Committee.

The Investment and Project Committee discusses and prepares for the Board of Directors significant contract tenders, property development projects, plot and area project investments and divestments, acquisitions, disposals and equity investments. It also monitors the related portfolios, financial reporting and risk management. In addition, the committee discusses the investment policy to be submitted to the Board of Directors for approval.

The committee convenes at least twice a year, and more frequently by separate invitation from the Chair if deemed necessary in view of the matters discussed by the committee. The committee consists of 3–5 members, the majority of whom must be independent of the company, and at least one of the members must be independent of significant shareholders in the company. Persons with extensive knowledge of the Group’s business operations and business segments and who have the qualifications required by the committee’s sphere of duties are elected as committee members. Corporate General Counsel serves as the secretary of the Investment and Project Committee.

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

The Annual General Meeting decided on April 3, 2025 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:

• Chairperson of the Board: EUR 105,000
• Vice Chairperson and Chairpersons of the permanent Committees: EUR 73,500, unless the same person is Chairperson of the Board or Vice Chairperson 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 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 2025 or on the first possible date under applicable law. 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 be paid a meeting fee of EUR 800 per meeting, also for meetings of the Board and its committees held via electronic remote connections or by telephone.

The Chairperson of the Board and the Chairperson 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 Chairperson be paid EUR 1,600 per a Board meeting.

Additional information on remuneration