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.
Jyri Luomakoski
Chairperson
Jyri Luomakoski
Chairperson
Born 1967, MBA
Citizenship: Finnish
Member of the Board since 2022
Vice Chairperson of the Board 2023–2024;
Chairperson of the Audit Committee 2023– ; Member of the Audit Committee since 2022
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
Fiskars Group: Vice Chairman of the Board 2018–; Chairman of the Audit Committee 2016–
Sami Laine
Member
Sami Laine
Member
Born 1971, M.Sc.(Econ.)
CFO at eniferBio Oy
Citizenship: Finland
Member of the Board since 2022
Member of the Audit Committee 2022–
Member of the Investment and Project 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, Chairperson of the Board 2023–
Casimir Lindholm
Vice chairperson
Casimir Lindholm
Vice chairperson
Born 1971, M.Sc.(Econ.), MBA
President and CEO at Cargotec Oyj
Citizenship: Finnish
Member of the Board since 2022
Chairperson of the Investment and Project Committee 2023–; Member of the Investment and Project Committee since 2022
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 since 2022
Chairman of the Personnel Committee 2022–
Member of the Audit Committee 2023–2024
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
Anders Dahlblom
Member
Anders Dahlblom
Member
Born 1974, M.Sc.(Econ.), CEFA
Citizenship: Finland
COO at Virala Oy Ab
Member of the Board since 2024
Member of the Audit Committee 2024–
Member of the Investment and Projcet Committee 2024–
Independent of the company, dependent of significant shareholder
Previous positions
Glaston Oyj, President and CEO 2021–2023
Owens Corning, European Insulation, Vice President and Managing Director 2019–2020
Paroc Group Oy, Vice President and Managing Director 2018–2019; CFO 2006–2018; Group Controller 2004–2006; Business Controller 2002–2004
PwC Corporate Finance Oy, Associate 2000–2002
Positions of trust
Conficap Oy, Member of the Board 2022–
Are Oy, Member of the Board 2022–
Betolar Oyj, Member of the Board 2024–
Enersense International Oyj, Member of the Board 2024–
Leena Vainiomäki
Member
Leena Vainiomäki
Member
born 1961, MBA, M.Sc.(Political Science)
Citizenship: Finland
Member of the Board since 2024
Member of the Audit Committee 2024–
Member of the Personnel Committee 2024–
Independent of the company and its major shareholders
Previous positions
Danske Bank A/S, Finland Branch, Country Manager 2018–2020; Global Head of Transaction Banking Advice & Sales 2017–2018; Head of Business banking Finland 2011–2017
Nordea Bank Oyj, Nordic Head of Segmentation and Customer Program 2009–2011; Different managerial and expert positions 1988–2008
Positions of trust
Veikkaus Oy, Vice Chair of the Board, Member of the Personnel Committee 2021–
Municipality Finance Oyj, Chair of the Risk Committee, Member of the Remuneration Committee 2021–
LRV Corp Oy, Member of the Board 2020–
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 chairpersons 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 discussed by them and the required actions on a regular basis at the Board meeting following each committee meeting.
In addition to the aforementioned permanent 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 14 March 2024. From among its number, the Board elected Jyri Luomakoski as chairperson and Sami Laine, Anders Dahlblom and Leena Vainiomäki 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 company’s financial reporting process and the effectiveness of internal control, internal audit and risk management systems, as well as monitoring and assessing audits. The committee participates in the preparation 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, as well as monitoring audits. It 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. The committee comprises 3–5 members, the majority of whom must be independent of the company, and at least one of whom must be independent of major shareholders. Persons with extensive knowledge of the Group’s business operations and business segments 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.
YIT Corporation's Board of Directors held its organizational meeting on 14 March 2024. From among its number, the Board elected Kerttu Tuomas as chairman and Jyri Luomakoski and Leena Vainiomäki as members of the Personnel Committee.
The duty of the Personnel Committee is to assist the Board of Directors in matters related to the appointment and remuneration of Group’s key personnel. Among other things, the Personnel Committee prepares proposals for the development of the Group’s corporate culture and HR policy, remuneration and incentive schemes, the rules for performance-based bonuses, and the performance-based bonuses paid to the management. The identification of talents, the development of key personnel and planning for management successors also fall under the preparation responsibility of the committee. In addition, the committee prepares the remuneration policy and remuneration report for the company’s governing bodies.
The committee convenes as necessary and when summoned by the chairperson. It has 3–5 members, all of whom have knowledge of the 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 Executive Vice President, Human Resources acts as the secretary to the committee.
YIT Corporation's Board of Directors held its organizational meeting on 14 March 2024. From among its number, the Board elected Casimir Lindholm as chairperson and Sami Laine and Anders Dahlblom 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.
The committee convenes at least twice a year, and more frequently by separate invitation from the chairperson if deemed necessary in view of the matters discussed by the committee. The committee comprises 3–5 members, the majority of whom must be independent of the company, and at least one of whom must be independent of significant shareholders. Persons with extensive knowledge of the Group’s business operations and business segments who possess the qualifications required by the committee’s sphere of duties are elected as committee members. Corporate General Counsel acts as the secretary of the Investment and Project Committee.
The Annual General Meeting decided on March 14, 2024 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 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 2024 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 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 2023