Investors

Board of Directors

Each year, the Annual General Meeting elects Componenta’s Board of Directors which, according to the company’s Articles of Association, has three to seven members. The term of office of the Board continues until the close of the following Annual General Meeting. The Board elects its Chairman and Vice Chairman from among its members.

Proposals and elections concerning Board members account for the diversity of the future Board of Directors, including representation by both genders as well as competence and experience that is adequate with regard to the Company’s requirements.

The majority of the Board members must be independent of the Company. In addition, at least two of the members belonging to this majority must be independent of the Company’s major shareholders. Independence is evaluated in accordance with Recommendation 10 of the Finnish Corporate Governance Code.

The Annual General Meeting decides on the remuneration of the Board of Directors.

The main tasks and duties of the Board of Directors are to:

oversee the management and business operations of Componenta and make major decisions related to its strategy, capital expenditure, organization, corporate restructuring and financing;
appoint the President and CEO and the members of the Group’s Corporate Executive Team, and approve the organizational structure and the principles for incentive schemes;
ensure that the company’s accounting, supervision of financial management and risk management have been arranged appropriately;
approve the key operating principles and values, and confirm the annual business plans and budgets;
make proposals to the General Meetings and convene the meetings.

The Company ensures that the members of the Board of Directors are provided with the information they need to take care of their duties. New Board members are inducted into the Company and its operations.

The Board meets when it is convened by the Chairman or, in the Chairman’s absence, by the Vice Chairman. The Board forms a quorum when more than half of the members are present, one of whom must be the Chairman or Vice Chairman. Componenta’s General Counsel serves as secretary to the Board meetings.

The Board of Directors evaluates its own operations and working methods in the form of an internal self-evaluation annually under the leadership of the Chairman. The Board also reviews corporate governance annually and amends it when required.

Board of Directors Presentation

All members of the Board of Directors are independent of the company and of the significant shareholders.

Harri Suutari

b. 1959, B. Sc. (Eng.)
Chairman 2012–2015 and since 2019–
Board Member 2012–2015 and since 2019–
Independent of the company and significant shareholders

Primary work experience:
Componenta Corporation, President and CEO, 2015–2019
Board professional, 2012–2015
PKC Group Plc, President and CEO, 2002–2005 and 2008–2012
Ponsse Plc, President and CEO, 1994–2000
Kajaani Automatiikka Oy, President and CEO, 1984–1996

Positions of trust:
Talgraf Oy, Chairman of the Board
Konesilta Oy, Chairman of the Board
Proventia Oy, Chairman of the Board
PunaMusta Media Oyj, Chairman of the Board
Treenimaailma SixQ Oy, Chairman of the Board
HKScan Corporation, Oy M-Filter Ab, Prometec Tools Oy and Green Carbon Finland Oy, Board Member

Componenta shares:
Total 145,546 pcs (indirect ownership)

Anne Koutonen

b. 1962, M.Sc.(Econ)
Board Member since 2017–, Vice Chairman since 2019–
Independent of the company and significant shareholders

Primary work experience:
Nokian Tyres plc., Vice President, Finance & IR,
2006–2018
Nokian Tyres plc, Treasurer, 2005–2006
Nokian Tyres plc, Manager, treasury, 1998–2005
Nokian Tyres plc, Dealer, treasury, 1997–1998
Oy Kyro Ab, Financial analyst, group, 1995–1997
Suomen Säästöpankki – SSP Oy, rahoituspankki, Manager, domestic money market, 1992–1994
SSP Tampereen Alue, Dealer, 1989–1992

Positions of trust:
Tammer Brands Oy, Chairman of the Board
Robit Plc, Vice-chairman of the Board
Image Wear Oy, Board Member
HKScan Corporation, Board Member
Kemppi Oy, Board Member
Kojamo Plc, Board Member
Merus Power Oyj, Board Member

Componenta shares:
-

Petteri Walldén

b. 1948, M.Sc. (Eng.)
Board Member since 2017–, Chairman 2017–2019
Independent of the company and significant shareholders

Primary work experience:
Alteams Oy, President and CEO, 2007–2010
Onninen Oy, President and CEO, 2001–2005
Ensto Ltd., President and CEO, 1996–2001
Nokia Kaapeli Oy, President and CEO, 1990–1996
Sako Oy, President and CEO, 1987–1990

Positions of trust:
Jaakko Pohjola Oy, Chairman of the Board
Alteams Oy, Board Member
Veritautien tutkimussäätiö, Board Member

Componenta shares:
-

Tomas Hedenborg

b. 1959, M.S.c (Tech.)
Board Member since 2021–
Indepentent of the company and of the significant shareholders of the company

Primary work experience:
Fabel Advisory Oy Ab, CEO, 2019–
Orgalim, President, 2015–2019
Fastems Oy Ab, Group CEO, 2013–2019
DIMECC Ltd, Chairman, 2013–2017
SLP Oy, Chairman, 2012–2016
Finn-Power Oy, President and CEO, 2005–2011
HBPO GmbH, President and CEO, 2001–2005
Bertrand Faure Sitztechnik GmbH, Customer Unit Director, 1998–2001
Bertrand Faure Sitztechnik GmbH, Vice President R&D, Automotive Seating, 1994–1998
Valeo GmbH, R&D Manager, 1990–1994

Positions of trust:
Kemppi Oy, Board Member
Meconet Oy, Board Member
Ursviken Group Oy, Board Member
T-Drill Oy, Board Member

Componenta shares:
-

Board of Directors

Board of Directors Presentation

Harri Suutari

Anne Koutonen

Petteri Walldén

Tomas Hedenborg

Diversity policy of the Board of Directors

company

PRODUCTS AND SERVICES

INVESTORS