Members of the Board of Directors

Tomas von Rettig

Chairman of the Board of Directors since 2021
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Chairman of the Board of Directors, Chairman of the Remuneration Committee.

Born 1980. BBA, CEFA.

Independent of the Company. Dependent of its significant shareholder Rettig Group Ltd.

Current positions of trust:
• eQ, Member of the Board (2019–)

Relevant prior positions of trust:
Rettig Group, Chairman of the Board (2019–2022)
Terveystalo, Vice Chairman of the Board (2018–2022)
• Purmo Group Ltd, Chairman of the Board of Directors (2016-2021)
• Nordkalk Corporation, Chairman of the Board (2016–2018)
• Bore, Chairman of the Board (2016)

Career history:
• President and CEO, Rettig Group (2016–2019)
• Various management positions within Rettig Group (2011–2015)
• Senior Portfolio Manager, Rettig Asset Management Oy Ab (2011)
• Portfolio Manager, Rettig Asset Management Oy Ab (2008–2010)
• Middle office, Skandinaviska Enskilda Banken Ab, (2006–2008)

Alexander Ehrnrooth

Member of the Board of Directors since 2021
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Member of the Board of Directors since 2021, Member of the Audit and M&A Committees.

Born 1974. M.Sc. (Econ.) and MBA, Kellogg Executive Scholar.

Independent of the Company and dependent of its significant shareholder Virala Oy Ab, where he is
the President and CEO.

Current positions of trust:
• Ahlstrom Oyj, Member of the Board (2014–)
• Family G.J. Ehrnrooth Foundation sr, Member of the Board (2019–)
• Louise and Göran Ehrnrooth Foundation, Member of the Board (2014–)
• Ahlstrom Holding 1 Oy, Member of the Board (2020–)
• Ahlstrom Holding 2 Oy, Member of the Board (2020–)
• Ahlstrom Holding 3 Oy, Member of the Board (2020–)
• Virala Oy Ab, CEO and Member of the Board (1995–)
• Belgrano Inversiones Oy, CEO (2013–), Member of the Board (1996–)

Relevant prior positions of trust:
• YIT Corporation, Member of the Board (2019–2021)
• Wärtsilä Corporation, Member of the Board (2010-2015)
• Fiskars Corporation, Member of the Board (2005–2018)

Carina Edblad

Member of the Board of Directors since 2021
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Member of the Board of Directors, Member of the Remuneration Committee.

Born 1963. M.Sc. (Eng).

Independent of the Company and its significant shareholders.

Current positions of trust:
• Building Green in Sweden AB, Member of the Board, (2023-)
• Instalco, Member of the Board (2018–)
• Royal Swedish Academy of Engineering Sciences, Member (2016–)

Relevant prior positions of trust:
• Adapteo, Member of the Board (2019–2021)
• NCC AB, Member of the Board (2014–2019)
• Hifab Group, Member of the Board (2012–2018)
• Svensk Markservice, Member of the Board (2011–2013)

Career history:
• CEO, Thomas Betong (2011–)
• Various senior management positions within Skanska (1986 – 2010)

Carlo Grossi

Member of the Board of Directors since 2021
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Member of the Board of Directors, Member of the M&A Committee.

Born 1956. Master in Engineering, Advanced Management Program INSEAD.

Independent of the Company and its significant shareholders.

Current positions of trust:
• deLonghi S.P.A., Member of the Board (2022-)

Relevant prior positions of trust:
• Mitsubishi Electric Hydronics & IT Cooling Systems S.p.A., Chairman of the Board
(2021–2023)

Career history:
• CEO, Mitsubishi Electric Hydronics & IT Cooling Systems S.p.A. (2016–2021)
• CEO, DeLClima (2011–2015)
• Managing Director, DL Radiators S.p.A. (2010–2014)
• President, Eurovent (2011–2013)
• Director, Eurovent Certita Certification (2008–2013)
• Managing Director, Climaveneta (2001–2011)
• Director, deLonghi Professional SA (2007–2011)

Jyri Luomakoski

Member of the Board of Directors since 2021
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Member of the Board of Directors, Chairman of the Audit Committee.

Born 1967. MBA.

Independent of the Company and its significant shareholders.

Current positions of trust:

• YIT Corporation, Vice Chairman of the Board and Chairman of the Audit Committee (2023–)
• Fiskars Group, Member of the Board and Chairman of the Audit Committee (2016-), Vice Chairman of the Board (2018–)

Relevant prior positions of trust:
• Varma Mutual Pension Insurance Company, Member of the Board (2015–2023)
• Association of the European Heating Industries, Member of the Board (2014–2018)
• The European Plastic Pipes and Fittings Association, Member of the Board (2009–
2021)

Career history:
• President and CEO, Uponor Group (2008–2021)
• Deputy CEO, Uponor Group (2002–2008)
• CFO, Uponor Group (1999-2008)
• CFO, Asko and Uponor (1999)

Catharina Stackelberg-Hammarén

Member of the Board of Directors since 2021
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Member of the Board of Directors, Member of the Remuneration Committee.

Born 1970. M. Sc. (Econ).

Independent of the Company and its significant shareholders.

Current positions of trust:
• Harvia, Member of the Board (2023–)
• Kojamo, Member of the Board (2021–)
• Royal Unibrew, Member of the Board (2019–)
• Alma Media, Member of the Board (2009–)
• Alma Media, Chairman of the Board (2022–)

Relevant prior positions of trust:
• Marimekko, Member of the Board (2014–2022)
• Cision, Member of the Board (2013–2014)
• Aktia Bank, Member of the Board (2012–2019)
• eQ, Member of the Board (2011-2012)
• Stiftelsen Svenska Handelshögskolan, Member of the Board (2011–2017)
• Tradedoubler, Member of the Board (2006–2007)

Career history:
• Senior Vice President, Knowit Insight Oy (2022–)
• Executive Chairman, Marketing Clinic Group (2019–2022)
• Founder and Managing Director, Marketing Clinic (2004-2019)
• Managing Director, Coca-Cola Finland (2000-2002, 2003-2004)
• Managing Director, Coca-Cola AB in Stockholm (2002-2003)
• Marketing Director, Coca-Cola Nordic & Baltic Division in Copenhagen (2000)
• Consumer Marketing Manager, Coca-Cola Finland (1996–2000)
• Marketing Manager, Sentra plc. (1994–1996)

Matts Rosenberg

Vice Chairman of the Board of Directors since 2021
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Vice Chairman of the Board, Chairman of the M&A Committee, Member of the Audit Committee and Chairman of the Shareholders’ Nomination Board.

Born 1977. Ph.D. (Econ.)

Independent of the Company and dependent of its significant shareholder Rettig Group, where he is the CEO.

Current positions of trust:
• Terveystalo Oyj, Vice Chairman of the Board and member of the Audit Committee (2022-)

Relevant prior positions of trust:
• Purmo Group Ltd, Member of the Board (2016-2021)
• Nordkalk Corporation, Chairman of the Board (2018–2021) and Member of the Board (2016-2018)
• Alandia Försäkring, Chairman of the Board (2020–2021)

Career history:
• CEO, Rettig Group (2019–)
• Interim CFO, Purmo Group Plc (2023)
• Deputy CEO & Head of Core Investments, Rettig Group (2018–2019)
• COO, Rettig Group (2016–2018)
• Deputy CEO & CFO, Fortaco Group (2014–2016)
• Investment Professional, IK Partners (2005–2013)

Board of Directors

The Board comprises of 3-10 members. The Annual General Meeting elects the members of the Board, including the Chairman and the Vice Chairman of the Board. The Board convenes in accordance with a schedule agreed in advance and also as required.

The Board deals with all matters pertaining to its area of responsibility in accordance with Finnish law, the Articles of Association, the Finnish Corporate Governance Code, the rules of Nasdaq Helsinki Ltd as well as other rules and regulations applicable to publicly listed companies in Finland.

The Board is responsible for:

  • The administration of the company and the appropriate organisation of its operations
  • The appropriate arrangement of the supervision of the company’s accounts and finances
  • Decisions on company wide significant matters of principal importance
  • Appointing and dismissing the CEO, supervising their actions, and deciding on their remuneration and other terms and conditions of service
  • Making decisions on the strategy, investments, organisation and financial affairs of the company

Board committees

The Board may establish specific committees to assist the Board in the preparation and performance of the Board’s duties and responsibilities and determine their sizes, compositions and tasks. The Board committees do not have independent decision-making authority in matters within the authority of the Board, but they assist the Board by preparing such matters.

Audit committee

The Audit Committee shall have a minimum of three (3) members. The majority of the committee members must be independent of the company, and at least one must be independent of the company’s significant shareholders. The committee as a whole must have the expertise and experience required for the performance of the duties and responsibilities of the committee.

Key responsibilities:

  • Assists the Board in fulfilling its oversight responsibilities of the company’s financial reporting process and in monitoring the statutory audit of the company.
  • Assists the Board in its oversight of matters pertaining to financial reporting, internal control, internal audit, risk management, and related party transactions, and by making proposals on such matters to the Board.
  • In addition, the duties of the Audit Committee include preparatory work on the decision on electing the auditor. Also, the Audit Committee monitors the efficiency of the system of internal control and risk management, and the audit process.

Furthermore, the duties of the Audit Committee include monitoring the quality and integrity of the interim and half-yearly reports and the financial statements.

Members of the Audit Committee: Jyri Luomakoski (Chairman of the Audit Committee), Alexander Ehrnrooth and Matts Rosenberg.

M&A committee

The Mergers and Acquisitions (M&A) Committee shall have a minimum of three (3) members. The Committee members shall have the expertise and experience required for the performance of the Committee duties and responsibilities.

Key responsibilities:

  • Reviews with management and the Board the role of M&A within the Company’s overall growth strategy.
  • Provides advise to management regarding the Company’s various strategic alternatives and funding structures for relevant acquisitions.
  • Reviews material mergers, acquisitions, dispositions or other potential transactions, among other things.

Members of the M&A Committee: Matts Rosenberg (Chairman of the M&A Committee), Alexander Ehrnrooth and Carlo Grossi.

Remuneration committee

The Remuneration Committee shall have a minimum of three (3) members. The majority of the committee members must be independent of the company. The Company’s CEO or any other executive director may not be a member of the Committee. The committee members must have the expertise and experience required for the performance of the duties and responsibilities of the committee.

Key responsibilities:

  • Prepares matters pertaining to the remuneration of the CEO and other members of the Leadership Team, appointment of the CEO as well as the remuneration principles observed by the Company.
  • Prepares the remuneration policy and remuneration report of the Company’s corporate bodies, among others.

Members of the Remuneration Committee: Tomas von Rettig (Chairman of the Remuneration Committee), Catharina Stackelberg and Carina Edblad.

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