Board of Directors
Jukka Moisio
Casimir Lindholm
Eric Alström
Raija-Leena Hankonen-Nybom
Ilkka Herlin
Tuija Pohjolainen-Hiltunen
Ritva Sotamaa
Luca Sra
Board of Directors
Hiab’s Board of Directors includes a minimum of five and a maximum of ten members. Board members are elected by the AGM for a term of office that expires at the end of the first AGM following their election. The majority of Board members shall be independent of the company and significant shareholders.
The Board’s composition shall support the overall goal of implementing Hiab´s strategy. According to the Board’s diversity principles, board diversity shall evolve over time and reflect the operations strategy and the future needs of the company. The diversity factors include work experience in our strategic business areas and of the cultures in which we operate, as well as educational background, age and gender. There shall be both genders in the Board. The Shareholders' Nomination Board shall pay attention to the diversity criteria, when identifying and proposing new candidates to the Board, as well as when proposing re-election of current members.
The Annual General Meeting held on 26 March 2025 re-appointed Raija-Leena Hankonen-Nybom, Ilkka Herlin, Ritva Sotamaa, Eric Alström, Jukka Moisio, Tuija Pohjolainen-Hiltunen and Luca Sra as Board members. Casimir Lindholm was appointed as a new member. In its organising meeting, the Board elected Jukka Moisio as Chair of the Board and Casimir Lindholm as Vice Chair of the Board. Taina Tirkkonen, EVP, General Counsel, serves as the Secretary to the Board of Directors.
Duties
The Board confirms Hiab’s strategy and will monitor its implementation. As stipulated in the Finnish Limited Liability Companies Act and the Articles of Association, the Board is responsible for the management and proper organisation of the company’s operations as well as representing the company. The Board has compiled a written charter for its work that defines its main duties and operating principles. The Board’s responsibilities include approving the company’s annual, half-year and interim financial statements and ensuring that the supervision of accounting and the control of the company’s financial matters is properly organised. The Board decides on significant loans, acquisitions and investments and approves the annual and long-term operational and financial plans as well as risk management principles. Violations against Hiab’s Code of Conduct are reported to the Board. The Board approves the long- and short-term incentive programmes and their outcome. The Board appoints Hiab’s CEO and determines the related terms of employment. As defined in the Board annual plan, the Board has theme meetings in which issues associated with one business area at a time or other current theme are discussed. In connection with each meeting, the Board discusses also in the absence of the executive management.
Self-assessment and independence review
The Board reviews its own performance and procedures once a year through internal self-assessment. Moreover, the Board conducts an annual assessment of the independence of its members. According to the assessment conducted in March 2025, the members of the Board are, with the exception of Casimir Lindholm, independent of the company and, with the exception of Ilkka Herlin, also independent of significant shareholders in the company. In the overall evaluation, the Board considered the over ten year term of Ilkka Herlin, but considered him still to be independent of the company.
Board Committees
To improve the efficiency of board work, the Board has set up two committees, the Audit and Risk Management Committee and the Personnel and Remuneration Committee. The Board nominates the members and the Chairs of the Committees from among its members and confirms the Committees’ charters. The Committees have no autonomous decision-making power, but prepare issues which will be resolved by the Board.
Audit and Risk Management Committee
The Audit and Risk Management Committee’s duty is to supervise the financial and sustainability reporting executed by the management, and to monitor the financial statement and interim reporting process. In accordance with its charter, the committee supervises the adequacy and appropriateness of the company’s internal control, internal audit and risk management, the development of operative and strategic risks and risk management, and handles Corporate Audit plans and reports. Furthermore, the committee prepares a proposal to the AGM regarding the election and fees of the external auditor and the sustainability reporting assurance provider, defines and monitors the non-audit services performed by the auditing firm to ensure the auditor’s independence, and supervises the statutory audit of financial statements and consolidated financial statements. Violations against Hiab’s Code of Conduct are reported to the committee. The committee also reviews the Sustainability report and the Corporate governance statement.
The committee consists of a minimum of three Board members. In addition, the CEO, CFO, General Counsel, Head of Internal Audit as well as representatives of the auditing firm attend the meetings. The directors of Ethics & Compliance, Group Control, Treasury, Taxes, Information Management and Risk Management report to the committee on a regular basis. If the matters to be dealt with so require, the committee convenes without the presence of the company’s management. The committee conducts annual internal self assessments to review its own performance.
The chair of the committee is Raija-Leena Hankonen-Nybom, while Eric Alström and Tuija Pohjolainen-Hiltunen are the members of the committee. The committee members are independent of the company and of major shareholders.
Personnel and Remuneration Committee
(former Nomination and Compensation Committee)
When the Shareholders' Nomination Board was established by the AGM in 2025, the duties of the Board's Nomination and Compensation Committee relating to preparing proposals to the AGM about composition and remuneration of members of the Board were transferred to the Nomination Board. The name of the Nomination and Compensation Committee was changed to Personnel and Remuneration Committee.
The duties of the Committee include planning and making recommendations to the Board of Directors regarding the President and CEO's nomination, succession and remuneration as well as other Hiab Leadership Team Members’ remuneration and succession. The Committee will also prepare, review and recommend to the Board the remuneration policies, programmes and performance measures.
The Committee shall consist of at least three members. The Board of Directors shall appoint the members, with one member as Chair. The members of the Committee shall fulfil the independence criteria that apply to committee members of publicly listed companies in Finland. The committee members shall have the expertise and experience required to fulfil the committee's duties and responsibilities. The CEO and the EVP Human Resources attend the committee meetings, except when they are the subject of discussion.
The chair of the Personnel and Remuneration Committee is Jukka Moisio, while Casimir Lindholm and Ritva Sotamaa are the members of the Committee. The committee members, with the exception of Casimir Lindholm, are independent of the company.
Share ownership
| Name | Position | Ownership of shares 4 April 2025* |
|---|---|---|
* Direct ownership and ownership of controlled corporations.