Board of Directors
The Annual General Meeting 2024 decided that the number of the members of the Board of Directors shall be nine (9).
Susanne Hahn, Jukka Hienonen, Markus Korsten, Christopher Ostrander, Jouko Pölönen, Reima Rytsölä and Pekka Vauramo were re-elected as members of the Board of Directors, and Elina Björklund and Elisa Markula were elected as new members of the Board of Directors for a term ending at the closing of the Annual General Meeting 2025.
Jukka Hienonen was re-elected as the Chair and Pekka Vauramo as Deputy Chair of the Board of Directors.
All members of the Board are independent of the Company and its significant shareholders with the exception of Reima Rytsölä, who is deemed not to be independent of a significant shareholder of the Company based on his position as the CEO of Solidium Oy.
The Board of Directors of Nokian Tyres plc decided on April 30, 2024 in its organizing meeting to establish the Boards Investment Committee. The Committee focuses on strategic investments to ensure that they maximize shareholder value. The Board appoints from among its members a minimum of three Committee members, one of which acts as the chair of the Committee. In addition, the meetings are attended by the Company’s CEO and CFO and the person acting as secretary appointed by the Committee.
Jukka Hienonen
Chair of the Board
History in the company- Member of the Board since April 2, 2020
- Independent of the company
- Member of the People and Sustainability Committee
- Member of the Shareholders' Nomination Board
Pekka Vauramo
Deputy Chair
History in the company- Member of the Board since 2018
- Independent of the company
- Member of the Investment Committee
Elina Björklund
Board member
History in the company- Member of the Board since April 30, 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 April 30, 2024
- Independent of the company
- 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
Reima Rytsölä
Board member
History in the company- Member of the Board since 2023
- Not independent of a significant shareholder of the Company based on his position as the CEO of Solidium Oy
- Member 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.
In 2023, in addition to its normal duties, the Nokian Tyres’ Board focused on building the new Nokian Tyres. The exit from Russia and the sale of Nokian Tyres Russian operations to PJSC Tatneft was completed in March 2023, after which all Nokian Tyres’ operations in Russia ended. In order to secure tire supply, the company is building a new tire factory in Romania and has increased its production capacity by investing in its current factories in Finland and the US and by increasing the share of contract manufacturing of its production.
The Board convened a total of 10 times and made twice resolutions without a meeting (per capsulam) in 2023. The average attendance of the members at the Board meetings was 99%.
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. Following the establishment of the Shareholders’ Nomination Board, the Chairman and the Deputy Chairman 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.
Independence of the Board members
Pursuant to the recommendation of the Corporate Governance Code 2020, the Board assesses the independence of its members annually. According to the Board’s estimate, all Board members are independent of the Company and its major shareholders with the exception of Reima Rytsölä, who is deemed not to be independent of a significant shareholder of the Company based on his position as the CEO of Solidium Oy.
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 2024, 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.
People and Sustainability Committee
The People and Sustainability Committee prepares a proposal to the Board on the Company’s President and CEO and on the salary and other incentives paid to the President and CEO. The People and Sustainability Committee also prepares a proposal to the Board on the nominations, salaries and other incentives of the Group Management Team members. This committee also reviews and submits a proposal to the Board on the allocation and criteria of the Nokian Tyres share-based incentive plans, and on the other incentive plans. In addition, the key duties of the People and Sustainability Committee include the preparation of the remuneration policy and the remuneration report for the Board and the President and CEO in accordance with applicable laws and regulations.
The People and Sustainability Committee also prepares sustainability issues for the Board and monitors developments in the operating environment and regulation relating to sustainability. The committee prepares and reviews a report on non-financial information as part of the annual report and annual sustainability report.
The committee has no independent decision-making power; collective decisions are made by the Board, which is responsible for carrying out the tasks assigned to the committee.
In 2024, the Board of Directors elected Elina Björklund as the Chair and Susanne Hahn and Jukka Hienonen as members of the People and Sustainability Committee.
In 2023, the members of the People and Sustainability Committee were Veronica Lindholm (Chair), Jukka Hienonen, Pekka Vauramo, and Susanne Hahn (Member since April 26, 2023). The committee assembled five times in 2023. All committee members were present in every meeting.
All committee members are independent of the Company and of all major shareholders in the Company.
Audit Committee
The Audit Committee assists the Board of Directors in its regulatory duties and reports to the Board. The committee has no independent decision-making power; collective decisions are made by the Board, which is then responsible for carrying out the tasks assigned to the committee.
According to the committee charter, the committee controls that bookkeeping, financial administration, financing, internal control, internal auditing, audit of the accounts, risk management and compliance function are appropriately arranged in the Company. The committee follows and assesses the reporting process for financial statements as well as any significant changes in the recording principles and the items valued in the balance sheet. The committee also 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. The committee 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. Furthermore, the committee handles the auditor’s report and possible audit minutes as well as the supplementary report presented by the auditor to the committee. The committee prepares the draft resolution on selecting the auditor. In addition, the Audit Committee 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. The Audit Committee must have the expertise and experience required for its tasks.
In 2024, the Board of Directors elected Jouko Pölönen as the Chair and Elisa Markula and Reima Rytsölä as members of the Audit Committee. As a general rule, the Company’s chief auditor participates in the committee’s meetings.
In 2023, the members of the Audit Committee were Jouko Pölönen (Chair), Heikki Allonen (Member until April 26, 2023), Inka Mero (Member until April 26, 2023), Christopher Ostrander (Member since April 26, 2023) and Reima Rytsölä (Member since April 26, 2023). The committee assembled five times in 2023. All committee members were present in every meeting.
All committee members are independent of the Company and of all major shareholders in the Company, with the exception of Reima Rytsölä, who is not independent of a significant shareholder of the Company based on his position as the CEO of Solidium Oy.
Investment Committee
The Board of Directors decided in its organizing meeting on April 30, 2024 to establish the Boards Investment Committee. The Committee focuses on strategic investments to ensure that they maximize shareholder value. The Board appoints from among its members a minimum of three Committee members, one of which acts as the chair of the Committee. In addition, the meetings are attended by the Company’s CEO and CFO and the person acting as secretary appointed by the Committee.
The Board of Directors elected Christopher Ostrander as the Chair and Markus Korsten and Pekka Vauramo as members of the Investment Committee.