Board of Directors

Pursuant to the Articles of Association of Lamor, the Company’s Board of Directors consists of a minimum of three and a maximum of eight ordinary board members and the term of office of board members expires at the end of the Annual General Meeting first following their election. The Board of Directors constitutes a quorum when more than half of its elected members are present. Members with a conflict of interest are excluded when determining the quorum.

In addition to the duties defined in laws and regulations and Lamor’s Articles of Association, the duties of Lamor’s Board of Directors include the following:

  • to guide and supervise Lamor’s management and operations;
  • to confirm the charters of the committees of the Board of Directors;
  • to decide on significant matters pertaining to Lamor’s operations;
  • to monitor Lamor’s financial reporting as well as to review and approve Lamor’s interim report, reports by the Board of Directors and financial statements;
  • to approve Lamor’s strategic objectives and risk management principles and Lamor’s certain guidelines and policies and monitor their realisation;
  • decide on the remuneration of the CEO and the Management Team and Lamor’s incentive schemes in accordance with Lamor’s remuneration policy;
  • to decide on significant business acquisitions, investments and divestments; and
  • to define Lamor’s dividend policy.

Lamor’s Board of Directors convenes according to a schedule agreed in advance and as needed. The Board of Directors receives up-to-date information on Lamor’s operations, finance and risks in its meetings. In addition to its members, the CEO and the CFO attend in the meetings of the Board of Directors, unless the meeting concerns a matter concerning them. Minutes are kept of all meetings of the Board of Directors.

Members of the Board of Directors

Mika Ståhlberg (born 1969)
Mika Ståhlberg (born 1969)

Chairman of the Board of Directors since 2022

  • Ståhlberg serves as a Partner and Head of Mergers & Acquisitions practice at law firm Krogerus.
  • Ståhlberg has over 25 years of experience in business law, mergers and acquisitions and corporate governance.
  • Master of Laws, University of Helsinki, Attorney of Law.
  • Finnish citizen.

Shares: 0

Independent of the company and the company’s major shareholders

Fred Larsen (born 1968)
Fred Larsen (born 1968)

Vice Chairman of the Board of Directors since 2022
Member of the Board of Directors since 2008

  • One of the founders of Lamor, and he has also previously served as the CEO of Lamor between 2010 and 2019 as well as a member of the Management Team between 2006 and 2019.
  • In addition, Larsen serves as the Chairman of the Board of Directors of Larsen Family Corporation Oy and Krämaretorget Fastighets Ab
  • More than 40 years of experience from the industry
  • High school diploma
  • Citizen of Finland and Denmark

 

Shares: 10,895,650(1)

(1) Including direct ownership (1,098,350 shares) and indirect ownership through Larsen Family Corporation Oy (9,797,300 shares).

Not independent of the company and the company’s major shareholder

Nina Ehrnrooth (born 1962)
Nina Ehrnrooth (born 1962)

Member of the Board of Directors since listing

  • CEO of Partioaitta Oy
  • Ehrnrooth serves also as the Chairman of the Board of Lyra in Africa r.y.. Ehrnrooth has previously served as a HR consultant at Virvo Oy, as a HR manager at Dell Oy as well as a HR and deputy country manager at Stadium Oy
  • Master of Science Degree in Economics from the Hanken School of Economics
  • Finnish citizen

Shares: 23,000

Independent of the company and the company’s major shareholders

Kaisa Lipponen (born 1980)
Kaisa Lipponen (born 1980)

Member of the Board of Directors since listing

  • Member of the leadership team (SVP, Communications & Sustainability) of Paulig Ltd
  • In addition, during the previous five years Lipponen has served as a member of the Board of Directors of ProCom Oy as well as a Communications Director at Neste Corporation
  • Master of Arts Degree from the University of Jyväskylä
  • Finnish citizen

Shares: 3,500

Independent of the company and the company’s major shareholders

Timo Rantanen (born 1961)
Timo Rantanen (born 1961)

Member of the Board of Directors since 2020

  • He has previously served as Lamor’s interim COO between 2018 and 2020 and CFO between 2001 and 2007
  • Rantanen serves also as the Chairman of the Board of Directors and as the CEO of Capital Dynamics Oy, as the Chairman of the Board of Directors of Eksell Holding Oy, Corrosion Control International Oy, companies belonging to Genera Management group as well as a member of the Board of Directors of Petter Larsen Holding Oy, Nurmijärven Linja Oy and companies belonging to Joensuun Tila group
  • Rantanen has more than 30 years of experience from strategic planning and financing of business
  • Master of Science Degree in Economics from the University of Vaasa
  • Finnish citizen

Shares: 621,500(2)

(2) Indirect ownership through controlled entity Capital Dynamics Oy.

Not independent of the company but independent of the company’s major shareholders

Lamor’s Extraordinary General Meeting, held on 1 October 2021, elected, as conditional on the completion of the listing and the offering, Nina Ehrnrooth and Kaisa Lipponen as the new members of the Company’s Board Directors.

Committees of the Board of Directors

The Board of Directors may establish permanent committees to assist the Board of Directors in the preparation and performance of its tasks and duties, and decide on their size, composition and duties. In its meeting held on 23 November 2021, Lamor’s Board of Directors resolved to establish the Audit Committee, which activities have been described in more detail below. The term of the Audit Committee begins as of the listing.

In its meeting held on 28 April 2022, Lamor’s Board of Directors resolved to establish the Remuneration Committee, which activities have been described in more detail below. The term of the Remuneration Committee began as of the meeting that decided to establish the Committee.

Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors by preparing the matters falling within the competence of the Board of Directors. The Audit Committee prepares matters relating to, for example, financial reporting, risk management, monitoring and evaluation of related party transactions, auditors, internal audit as well as the compliance with laws and regulations. The Board of Directors has determined the main duties and operating principles of the Audit Committee in a written charter.

Lamor’s Board of Directors appoints the chairman and the members of the audit committee. The Audit Committee consists of at least two members of the Board of Directors whose term is one year, and the term ends at the close of the Annual General Meeting following the election. A majority of the members of the Audit Committee must be independent of Lamor and at least one member of the Audit Committee must be independent of Lamor’s significant shareholders. A person who participates in the day-to-day management (for example, as the CEO) of Lamor or another company in the same group of companies, cannot be appointed to the Audit Committee at all.

The members of the Audit Committee must have sufficient expertise and experience with respect to the Committee’s area of responsibility and the mandatory tasks relating to auditing. At least one Audit Committee member must have expertise in accounting or auditing.

In its meeting held on 28 April 2022, the Board of Directors has elected Timo Rantanen as the Chairman of the Audit Committee and Kaisa Lipponen and Mika Ståhlberg as the members of the Audit Committee.

Remuneration Committee

The role of the Committee is to assist the Board. The duties of the Remuneration Committee include preparing remuneration matters to be considered by the Board relating to the appointment and remuneration of the CEO and other key individuals at Lamor as well as Lamor’s general remuneration principles and incentive schemes. The Board of Directors has defined the duties and operating principles of the Remuneration Committee in the written Charter.

The members and the Chairman of the Remuneration Committee shall be appointed by the Board of Directors. The Remuneration Committee shall comprise a minimum of two members. The term of the Remuneration Committee is one year, and the term ends at the close of the next Annual General Meeting following the election. The majority of the members of the committee shall be independent of the company. A person who participates in the day-to-day management of the Company or another company in the same group of companies (for example as a CEO) cannot be appointed to the Remuneration Committee.

Upon resolving on the composition of the Remuneration Committee, the complementary competencies, qualifications and industry knowledge of the members shall be taken into account.

In its meeting held on 28 April 2022, the Board of Directors has elected Timo Rantanen as the Chairman and Nina Ehrnrooth and Kaisa Lipponen as the members of the Remuneration Committee.