Board of Directors
The Annual General Meeting 2025 decided that the number of the members of the Board of Directors shall be eight (8).
Elina Björklund, Susanne Hahn, Jukka Hienonen, Markus Korsten, Elisa Markula, Christopher Ostrander, and Jouko Pölönen were re-elected as members of the Board of Directors, and Antti Mäkinen was elected as new member of the Board of Directors, for a term ending at the end of the Annual General Meeting 2026.
Jukka Hienonen was re-elected as the Chair and Elina Björklund was elected as Deputy Chair of the Board of Directors.
All members of the Board are independent of the Company and its major shareholders; however, Antti Mäkinen is deemed independent of Solidium Oy starting from June 1, 2025.
Jukka Hienonen
Chair of the Board
History in the company- Member of the Board since 2020
- Independent of the company
- Member of the People and Sustainability Committee
- Member of the Investment Committee
- Member of the Shareholders' Nomination Board
Elina Björklund
Deputy Chair
History in the company- Member of the Board since 2024
- Independent of the company
- Chair of the People and Sustainability Committee
Susanne Hahn
Board member
History in the company- Member of the Board since 2022
- Independent of the company
- Member of the People and Sustainability Committee
Markus Korsten
Board member
History in the company- Member of the Board since 2023
- Independent of the company
- Member of the Investment Committee
Elisa Markula
Board member
History in the company- Member of the Board since 2024
- Independent of the company
- Member of the Audit Committee
Antti Mäkinen
Board member
History in the company- Member of the Board since 2025
- Independent of the company, however, he is deemed independent of Solidium Oy starting from June 1, 2025
- Member of the Audit Committee
Christopher Ostrander
Board Member
History in the company- Member of the Board since 2021
- Independent of the company
- Chair of the Investment Committee
Jouko Pölönen
Board member
History in the company- Member of the Board since 2021
- Independent of the company
- Chair of the Audit Committee
Board work
The Board is responsible for the Company’s corporate governance and the appropriate organization of its operations pursuant to the Finnish Limited Liability Companies Act and other regulations. The Board holds the general authority in company-related issues, unless other company bodies have the authority under the applicable legislation or the Articles of Association. The policies and key tasks of the Board are defined in the Finnish Limited Liability Companies Act, the Articles of Association, and the Board’s charter. The key tasks include:
- Approving consolidated financial statements, half year reports and interim reports
- Presenting matters to the General Meeting
- Appointing and dismissing the President and CEO
- Organization of financial control.
In addition, as defined in the Board charter, the Board deals with, and decides on, matters of principle as well as issues that carry financial and business significance, such as:
- Group strategy
- The Group’s action, budget, and investment plans
- The Group’s risk management and reporting procedures
- Decisions concerning the structure and organization of the Group
- Significant individual investments, acquisitions, divestments, and reorganizations
- The Group’s insurance and financing policies
- Reward and incentive schemes for the Group’s management
- Appointing Board committees, and
- Monitoring and evaluating the actions of the President and CEO.
The Company has a separate Audit Committee, a People and Sustainability Committee and an Investment Committee, which the Board decided to establish in its organizing meeting on April 30, 2024.
The President and CEO of Nokian Tyres is in charge of ensuring that the Board members have the necessary and sufficient information on the Company’s operations. The Board assesses its activities and operating methods by carrying out a self-evaluation once a year. Members of the Board and the President and CEO will not participate in making a decision where the law states that they must be disqualified.
The Board’s key priorities in 2024 included, among others, appointment of the new President and CEO, factory investments in Oradea and Dayton, and topics related to long-term growth strategy. The Board visited the factory in Oradea, Romania, and the Investment Committee visited US factory in Dayton, Tennessee.
The Board of Directors convened a total of 12 times in 2024. The average attendance of the members at the Board meetings was 96%.
Composition of the Board
According to the Articles of Association of Nokian Tyres, the Board of Directors comprises no fewer than four and no more than nine members. The proposal regarding the composition and remuneration of the Board for the General Meeting is prepared by the Shareholders’ Nomination Board. The number of Board members and the composition of the Board shall be such that the Board is capable of efficiently carrying out its tasks, while taking into account the requirements set by the Company’s operations and its stage of development. The elected Board members must be qualified for the task and able to devote a sufficient amount of time for the Board duties.
Members of the Board are elected at the Annual General Meeting for a one-year term of office that begins after the closing of the Annual General Meeting and ends at the end of the next Annual General Meeting. In 2025, the Chair and the Deputy Chair of the Board of Directors are appointed from among the Board members by the Annual General Meeting upon the proposal by the Shareholders’ Nomination Board. The remuneration payable to the Board members is also decided at the Annual General Meeting upon the proposal by the Shareholders’ Nomination Board.
Independence of the Board members
Pursuant to the recommendation of the Corporate Governance Code, the Board assesses the independence of its members annually. According to the Board’s estimate, all members of the Board are independent of the Company and its major shareholders; however, Antti Mäkinen is deemed independent of Solidium Oy starting from June 1, 2025.
Diversity Policy for the Board of Directors
The Company sees diversity as a success factor enabling the achievement of Nokian Tyres’ strategic goals and business growth. In practice, diversity means different factors such as gender, age, nationality, and the complementary expertise of the members, their education and experience in different professional areas and industrial sectors in which the Group mainly operates. Leadership experience and personal capacities are also considered.
The Board shall have no fewer than two representatives from both genders. If two candidates are equally qualified, the candidate from the minority gender has priority. This goal has been met in the current Board. The Board members have significant experience in industry, consumer business and financial management, among other things. The status and progress of diversity is monitored by the Shareholders’ Nomination Board.
COMMITTEES OF THE BOARD
The Board will decide on the committees and their chairpersons and members each year during the constituent meeting. In 2025, the Board has three committees: the People and Sustainability Committee, the Audit Committee and the Investment Committee. Each committee must include no fewer than three members having the competence and expertise necessary for working in the committee. At least one member of the Audit Committee must have expertise in accounting or auditing. The majority of the members of the People and Sustainability Committee must be independent of the Company. The majority of the members of the Audit Committee must be independent of the Company, and at least one member must be independent of the Company’s major shareholders. The President and CEO and the other members of the Group Management Team cannot act as members of the People and Sustainability Committee. The committees have no independent decision-making power; collective decisions are made by the Board of Directors, which is responsible for carrying out the tasks assigned to the committees.
People and Sustainability Committee
The main duties and working principles of the People and Sustainability Committee are defined in a written charter and they include:
- preparing a proposal to the Board of Directors on the Company’s President and CEO and on the salary and other incentives paid to the President and CEO
- preparing a proposal to the Board of Directors on the nominations, salaries and other incentives of the Group’s Management Team members
- succession planning for the President and CEO and the Group’s Management Team members
- reviewing and submitting a proposal to the Board of Directors on the allocation and criteria of the Nokian Tyres share-based incentive plans and on the other incentive plans
- preparation of the Remuneration Policy and the Remuneration Report for the Board of Directors and the President and CEO
- preparing sustainability issues for the Board of Directors and monitoring developments in the operating environment and regulation relating to sustainability
- preparing and reviewing the Sustainability Statement as part of the Report by the Board of Directors and Annual Report.
In 2025, the Board of Directors elected Elina Björklund as the Chair and Susanne Hahn and Jukka Hienonen as members of the People and Sustainability Committee.
All committee members are independent of the Company and of all major shareholders in the Company.
In 2024, the members of the People and Sustainability Committee were Veronica Lindholm (Chair until April 30, 2024), Elina Björklund (Chair since April 30, 2024), Jukka Hienonen, Pekka Vauramo (Member until April 30, 2024), and Susanne Hahn. The committee assembled five times in 2024. The attendance of the members at the Committee meetings was 100%.
Audit Committee
The Audit Committee assists the Board of Directors in its regulatory duties and reports to the Board.
According to the Committee Charter, the Audit Committee
- controls that bookkeeping, financial administration, financing, internal control, internal auditing, information security, audit of the accounts, risk management and compliance function are appropriately arranged in the Company
- follows and assesses the reporting process for Financial Statements as well as any significant changes in the accounting policies and the items valued in the balance sheet
- processes the general description of the mechanisms of internal auditing and risk management of the financial reporting process, which forms part of the Corporate Governance Statement
- follows the statutory auditing of the financial statement and the Consolidated Financial Statements and assesses the independence of the statutory auditor and the offering of services other than auditing services by the auditor
- handles the auditor’s report and possible audit minutes as well as the supplementary report presented by the auditor to the committee
- prepares the draft resolution on selecting the auditor
- monitors and assesses how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm’s length terms in accordance with applicable laws and regulations.
As a general rule, the Company’s chief auditor participates in the committee’s meetings.
In 2025, the Board of Directors elected Jouko Pölönen as the Chair and Elisa Markula and Antti Mäkinen as members of the Audit Committee.
All committee members are independent of the Company and its major shareholders; however, Antti Mäkinen is deemed independent of Solidium Oy starting from June 1, 2025.
In 2024, the members of the Audit Committee were Jouko Pölönen (Chair), Elisa Markula (Member since April 30, 2024), Christopher Ostrander (Member until April 30, 2024) and Reima Rytsölä. The committee assembled five times in 2024. The attendance of the members at the Committee meetings was 100%.
Investment Committee
The Board of Directors decided in its organizing meeting on April 30, 2024 to establish the Boards Investment Committee. The Investment Committee focuses on the Company’s strategic investments to ensure that they maximize shareholder value.
According to the Committee Charter, the Committee has the following responsibilities:
- guide, oversee, and review the performance of the Company’s strategic investment options
- review and provide input to the Company’s strategic investment options prior to management’s strategic planning session each year and before presenting to the Board of Directors
- work with management and outside advisors to identify potential strategic targets for mergers and acquisitions
- evaluate, review, and make recommendations with respect to other related matters as may be determined by the Committee.
In addition, the Committee also performs other tasks assigned to it by the Board of Directors, as well as other matters which the Committee deems appropriate to prepare and discuss.
As a general rule, the Company’s CEO and CFO and the person acting as secretary appointed by the Committee participates in the committee’s meetings.
In 2025, the Board of Directors elected Christopher Ostrander as the Chair and Markus Korsten and Jukka Hienonen as members of the Investment Committee.
In 2024, the members of the Investment Committee were Christopher Ostrander (Chair) and Markus Korsten and Pekka Vauramo. The committee assembled two times in 2024. The attendance of the members at the Committee meetings was 100%.