Board of Directors

The Board of Directors is responsible for a proper organization of Lamor’s governance and operation. The Board’s responsibilities and obligations are primarily defined in Lamor’s Articles of Association and in the Limited Liability Companies Act. The operating principles and rules are described in the written Charter approved by the Lamor 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.

Duties of the Board of Directors

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:

Strategy and financial targets
  • decides on Lamor’s strategy and the company´s strategic and financial targets
  • determines Lamor’s dividend policy
Supervising and ensuring the compliance of operations
  • supervises and controls Lamor’s management and operations
  • approves/confirms the written Charters of the Board and the Board Committees
Risk Management
  • approves Lamor’s risk management principles and certain risk management policies and practices and supervises their implementation
Investments
  • decides on significant investments, acquisitions and divestments
Financial reporting and sustainability reporting
  • oversees Lamor’s financial reporting and approves Lamor’s interim and half-year reports, annual reports and financial statements
  • approves Lamor’s sustainablity principles and oversees the company’s sustainability reporting
Management remuneration
  • decides on the remuneration, incentive schemes and performance metrics of the CEO and the Management Team, in accordance with Lamor’s remuneration policy
Other matters to be decided by the Board
  • decides on other significant issues concerning Lamor´s operations

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 Stahlberg 300x300

Mika Ståhlberg

Chairman of the Board of Directors since 2022

  • Ståhlberg serves as a Partner at law firm Krogerus Attorneys Ltd.
  • Ståhlberg has over 25 years of experience in business law, mergers and acquisitions and corporate governance.
  • LL.B from the University of Helsinki, Attorney of Law
  • Finnish citizen.
  • Born 1969

Shares: 11,500(1)

(1) Indirect ownership through controlled entity Cessuco Oy.
Independent of the company and the company’s major shareholders.

Fred Larsen 300x300

Fred Larsen

Vice Chairman of the Board of Directors since 2022, Member of the Board of Directors since 1998

  • 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
  • Born 1968

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 300x300

Nina Ehrnrooth

Member of the Board of Directors since listing in December 2021

  • Advisor at Frilufts Retail Europe AB; additionally has an interim-CEO and advisor assignments in different companies
  • Ehrnrooth serves as a Chair of the Board of Directors of Oy Bonnina Ab and also as a member of Board of Directors of Ori Solution Oy
  • Ehrnrooth has previously served as a CEO of Partioaitta Oy, and had different earlier HR consulting or manager roles at Virvo Oy, Dell Oy, and Stadium Oy
  • Master of Science Degree in Economics from the Hanken School of Economics
  • Finnish citizen
  • Born 1962

Shares: 23,000

Independent of the company and the company’s major shareholders.

Kaisa Lipponen 300x300

Kaisa Lipponen

Member of the Board of Directors since listing in December 2021

  • Member of the leadership team (SVP, Communications & Sustainability) of Paulig Ltd
  • In addition, Lipponen serves also as a member of the Board of Directors at Third Rock Finland Oy. 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
  • Born 1980

Shares: 3,500

Independent of the company and the company’s major shareholders.

Timo Rantanen 300x300

Timo Rantanen

Member of the Board of Directors since 2019

  • 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 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
  • Born 1961

Shares: 631,850(2)

(2) Indirect ownership through controlled entity Capital Dynamics Oy.
Independent of the company and the company’s major shareholders.

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. Their activities have been described in more detail below.

  • On 23 November 2021, Lamor’s Board of Directors resolved to establish the Audit Committee, whose term began as of the listing in December 2021.
  • On 28 April 2022, Lamor’s Board of Directors resolved to establish the Remuneration Committee, whose term 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 three 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 organisational meeting held on 4 April 2023, 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 three 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 organisational meeting held on 4 April 2023, the Board of Directors has elected Timo Rantanen as the Chairman and Nina Ehrnrooth and Kaisa Lipponen as the members of the Remuneration Committee.

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