The Annual General Meeting of Neova Oy annually appoints a minimum of 4 and a maximum of 8 members to the company’s Board of Directors in the manner specified in the Shareholders’ Agreement between the company’s owners. The chairman and vice chairman are appointed in the manner stipulated by the Shareholders’ Agreement. The company does not deem it necessary to provide information on candidates for Board of Directors membership because the company only has two shareholders that participate in the selection process. The appointment of the Board members complies with the guidelines concerning the realization of diversity issued by the Ownership Steering Department of the Finnish Prime Minister’s Office and the General Meeting has appointed a Shareholders’ Nomination Board to prepare matters pertaining to the appointment and remuneration of the Board of Directors.
Neova Oy’s Board of Directors sees to the administration of the company and the appropriate organisation of its operations. The Board of Directors is also responsible for the appropriate arrangement of the control of the company accounts and finances. Neova Oy’s Board of Directors is responsible for managing and supervising Neova in accordance with the Limited Liability Companies Act, the Articles of Association, the Board’s charter and the shareholders’ instructions in such a way that the decisions are in the company’s interest and support the growth of the company’s value.
The Board members shall have the necessary skills and competencies required for the Board work and shall have sufficient time to devote to the task. The Board must ensure that it has adequate information at its disposal to attend to its duties. The Board must ensure that the Group operates in accordance with approved business principles and sets targets in an ethical manner.
The Board appoints and discharges the CEO, supervises the CEO’s work and decides on the CEO’s remuneration and other terms of employment. The Board also appoints and discharges the CEO’s direct subordinates and decides on their remuneration. In addition, the Board decides on the mission, strategy and values of the Company and monitors the realization thereof and approves the company’s operating policies.
The Board organises the internal audit and prepares the audit plan in collaboration with the CEO. The Board monitors and assesses its working methods with annual internal assessments.
The Board also decides on significant expansions and contractions of operations as well as material investments , other long-term expenditure, assignments of property and financing arrangements as well as impairments of assets. Board meetings are attended by the CEO as a presenter and the company’s Chief Financial Officer. Other members of the Group Management Team and senior management attend the meetings when necessary.
The Chief Legal Officer acts as the Secretary of the Board of Directors.
The main tasks of the Board of Directors are specified in the Board’s charter (Appendix 2).
For members of the Board of Directors appointed on proposal by the State, the preferred duration of the term is 5–7 years pursuant to the Government Resolution on State Ownership Policy.
FY 2022 At Neova Oy’s Annual General Meeting held on 29 March 2022, Stefan Damlin, Tuomas Hyyryläinen, Jari-Pekka Punkari, Kirsi Puntila, Panu Routila, Markus Tykkyläinen and Eeva-Liisa Virkkunen, were appointed to the Board of Directors. Panu Routila was appointed as Chairman and Markus Tykkyläinen as Vice Chairman.
The Board of Directors convened 16 times during the financial year 2022. The members’ attendance in the meetings of the Board of Directors is shown in the table below. Key themes and issues dealt with by the Board of Directors included safety, the impact of the war in Ukraine on the company’s business and profitability as well as the market, enterprise risk management, fuel peat demand and availability, security of supply, the EU Finance Taxonomy proposal and its relation to the use of peat as raw material, financing arrangements, the damage to the Activated Carbon production plant in Ilomantsi and the rebuild thereof, changes in the Group structure, changing the financial reporting to quarters, accounting policies, sustainability, reviewing the strategy and the valuation of peat assets.
The members of the Board of Directors do not hold any shares in Neova Oy or its subsidiaries and they are independent of the company. According to the Board’s assessment, Maija Strandberg and Jari-Pekka Punkari are not independent of major shareholders as they are employed by the State owner. All other Board members are independent of major shareholders.
The remuneration of the Board of Directors is described in more detail in the section Remuneration of Senior Management.
| Name | Member of the Board of Directors | Attendance in the meetings FY2022 | Member in Committees and attendance in the meetings FY2022 | |
| Audit Committee | Personnel Committe | |||
| Panu Routila Born 1964 M.Sc. (Econ) Professional Board Member | Member 7/2021- Chairman 3/2022- | 16/16 | Member 7/7 | Chairman 3/2022- 5/5 Member 2/2 |
| Jan Lång Born 1957 M.Sc. (Econ.) Professional Board Member | Chairman 2015-3/2022 | 4/4 | Chairman -3/2022 2/2 | |
| Markus Tykkyläinen Born 1973 M.Sc. (Eng.), M.Sc. (Econ.), eMBA Managing Director, Suur-Savon Sähkö Oy | Member 2016- Vice Chairman 2017- | 16/16 | Member 7/7 | |
| Stefan Damlin Born 1968 M.Sc. (Econ.) Managing Director, Vaasan Sähkö Oy | Member 2020- | 16/16 | Member 7/7 | |
| Tuomas Hyyryläinen Born 1977 M.Sc. (Econ.) Executive Vice President, Fiskars Oyj | Member 2016- | 16/16 | Member 7/7 | |
| Vesa Hätilä Born 1969 M.Sc. (Eng.), MBA, CBM Managing Director, Seinäjoen Energia Oy | Member 2020-3/2022 | 4/4 | Member -3/2022 2/2 | |
| Jari-Pekka Punkari Born 1965 M.Sc (Econ.) Negotiating Officer Prime Minister’s Office | Member 3/2022- | 12/12 | Member 3/2022- 5/5 | |
| Kirsi Puntila Born 1970 M.Sc. (Econ.) Senior Vice President, Anora Group Oyj | Member 2018- | 16/16 | Member 7/7 | |
| Maija Strandberg Born 1969 M.Sc. (Econ.) Senior Financial Councellor Prime Minister’s Office | Member 2019-3/2022 | 4/4 | Chairman -3/2022 2/2 | |
| Eeva-Liisa Virkkunen Born 1957 M.SC (Econ.) Professional Board Member | Member 3/2022- | 12/12 | Chairman 3/2022- 5/5 |