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Board of Directors

The Duties of the Board

The Board of Directors is responsible for the administration and the proper organisation of the operations of the Company. The Board supervises and controls the operative management of the Company, appoints and dismisses the managing director, approves the strategic goals and the risk management principles for the Company and ensures the proper operation of the management system.

The Annual General Meeting elects three to six members to the Board of Directors and at most as many deputy members. The Board’s term ends at the termination of the first Annual General Meeting following the election.

In the organising meeting held after the AGM, the Board elects a Chairperson among its members. Should the Chairperson be disqualified or prevented from attending to his/her duties, a Deputy Chairperson is elected among Board Members for the duration of a meeting.

The Board of Directors supervises the management of Company operations, administration and accounting. It annually confirms a written charter for its activities, which it complies with in addition to the Articles of Association, Finnish legislation and other regulations. The charter lays out the Board’s meeting procedures and tasks. According to the Board’s charter, in addition to the issues specified in legislation and the Articles of Association, Wulff Group’s Board of Directors:

  • approves the company’s long-term goals and strategy
  • approves the company’s action plan, budget and financing plan and supervises their implementation
  • handles and adopts interim and half-year reports and the financial statements
  • decides on individual big and strategically significant investments, such as company acquisitions and acquisitions and disposals of business operations
  • preparation and presentation of the remuneration policy and report at the Annual General Meeting
  • appoints the CEO and decides on his/her salaries and wages
  • approves risk management and reporting procedures
  • draws up the dividend policy
  • sets up committees, if needed, to enhance Board work
  • appoints the Group’s management
  • supervises auditing
  • assesses the auditor’s independence and additional auditing services.

Board Members

In the preparation of the proposal for the composition of the Board of Directors, the requirements placed by the Company’s strategy, operations and development phase as well as the sufficient diversity of the Board of Directors are taken into account. The diversity of the Board of Directors is examined from different perspectives. Important factors for the Company are academic and professional backgrounds as well as strong, versatile and mutually complementary expertise, experience and knowledge in the different business areas important to the Company, internationality, independence of the Company, an appropriate number of members, and the age and gender distribution. The Board must have sufficient economic and financial knowledge, and management, marketing, and sales expertise. Each member of the Board acts as the expert of his/her field during board work.

The Company’s goal is that both genders are represented on the Board of Directors. Currently, one of the members of the Board is a women. The Company’s goal concerning the representation of both genders has thus been fulfilled. In the selection and evaluation process of new Board Members, the primary criterion is the qualifications of the individual and the possibility to devote a sufficient amount of time to the work. Thus, both genders are taken into consideration equally.

Wulff Group Plc’s Board of Directors fulfills the principles concerning the diversity of the Board of Directors, taking into consideration the scale of the Company’s business operations and development phase. The members of the Board have versatile expertise and an international background. They have mutually complementary competences, experience and knowledge.

The majority of Board members must be independent of the Company. In addition, at least two of the members in this majority must be independent of the Company’s major shareholders. The independence is evaluated in compliance with recommendations of the Finnish Corporate Governance Code.

The information and presentation of Wulff-Yhtiöt Oyj's board of directors can be found below:



Kari Juutilainen

wulff_hallitus_kari_Juutilainen
b. 1966
Chairman of the Board

Responsibilities:

Sales Development and management coaching

Substantial education, experience and positions of trust:

  • Qualification in Business and Administration
  • FinHunt Oy, only Board Member since 2/2022
  • InHunt Boards Oy, only Board Member since 4/2020
  • Wulff Group Plc, Chairman of the Board since 4/ 2019
  • Wulff Group Plc, Board Member since 4/2018
  • InHunt World Oy, Board Member since 8/2017
  • InHunt Group Oy, CEO and Board Member since 12/2014
  • InHunt Group Oy, Partner/Headhunter since 2012
  • GT Design Oy, CEO, Chairman of the Board 10/ 2004–2011
  • Securitas Direct Oy, Sales Director 4/ 2004–10/2004
  • Leo Longlife Group Ltd, Sales Director 1991–2004
  • Wulff ownership as of December 31, 2022: 14 699 Wulff shares representing 0.2% of the company’s shares and votes.

Lauri Sipponen

wulff_hallitus_Lauri_Sipponen
b. 1969
Board Member

Responsibilities:

Business Development

Substantial education, experience and positions of trust:

  • University of Jyväskylä, M.Sc. (Econ), Accounting and marketing, 1998
  • Vaasa Business College, Merchant in foreign trade, 1993
  • Wirtschaftsakademie Schleswig-Holstein, Industrie- und Außenhandelsassistent, Groß- und Außenhandelskaufmann, Kiel 1993
  • Laitilan Wirvoitusjuomatehdas Oy, CEO 2022-2023
  • VR Group, CEO 2021-2022
  • Wulff Group Plc, Board Member since 4/ 2020
  • Raisio Plc, Board Member since 2023
  • CAP-Group Oy, Chairman of the Board 2020-2022, Board Member since 2023 
  • Repolar Pharmaseuticals Oy, Board Member since 2006
  • Deutsch-Finnische Handelskammer DFHK, Board Member since 2021
  • Lidl Suomi Ky, CEO, 2010–2019, Administration Director 2008–2010, Regional Director 2003–2008, Auditing Manager 2002–2003, Business Controlling Manager 2001–2002
  • Kaupan Liitto, Finnish Commerce Federation, Board Member 2015–2019
  • PTY Finnish Grocery Trade Association, Board Vice Chairman 2011–2019
  • Yritys-Sampo Insurance (IF), Business Controller, Marketing Manager 1998–2001
  • Wulff ownership as of December 31, 2022: 20,000 Wulff shares respresenting 0.3% of the company’s shares and votes.

Jussi Vienola

wulff_hallitus_Jussi_Vienola
b. 1995
Board Member

Responsibilities:

Finance

Substantial education, experience and positions of trust:

  • Aalto University, Master of Science in Business Administration, Finance, since 2019
  • Aalto University, Bachelor of Science in Business Administration, Finance, 2016-2019
  • Suomen Vaihtoauto Oy, CEO, since 2020
  • PwC, Trainee since 10/2019 – 2/2020
  • JOOL Group, Trainee 8/2019–9/2019
  • Wulff Group Plc, Board Member since 4/2018
  • PYN Fund Management, Trainee 6/2017–9/2017
  • Wulff ownership as of December 31, 2022: 31 270 Wulff shares representing 0.5% of the company’s shares and votes.

Kristina Vienola

wulff_hallitus_Kristina_Vienola
b. 1996
Board Member

Responsibilities:

Communications and Marketing

Substantial education, experience and positions of trust:

  • Turku School of Economics at the University of Turku, Marketing, 2021
  • Google LLC, Account Manager since 2022
  • Leadfeeder, Business Development Specialist 2021-2022
  • Azets Oy, Customer Success Trainee 2019-2021
  • Wulff Group Plc, Board Member since 4/2018
  • Wulff ownership as of December 31, 2022: 31 748 Wulff shares representing 0.5% of the company’s shares and votes.

Sevior Advisor

Heikki Vienola

wulff_hallitus_Heikki_Vienola
b. 1960
Wulff Group Plc Growth Expert and Senior Advisor

 Responsibilities:

Wulff Group Plc’s Senior Advisor

Substantial education and experience and other significant positions:

  • Master of Science in Economics
  • Wulff Group Plc, CEO 1999–2015 and 2017–2019
  • Wulff Ltd, Managing Director 2014–2015 and 2017–2019
  • Wulff Group Plc, Board Member 1999–4/2018, and Chairman of the Board 2015–2017
  • Vinstock Ltd, Managing Director 1984–2004, Beltton Ltd, Managing Director 1990–2004
  • Arena Center Ltd, Board Member since 1994
  • Wulff ownership as of December 31, 2022: 2,520,000 Wulff shares representing 36.5% of the company’s shares and votes.

 

Board committees

Due to the Group’s small size, setting up board committees has not been considered necessary. The entire Board of Directors has handled all its tasks.

Board’s meeting practices and assessment of Board activities

The Board of Directors convenes on average once a month during the financial year and more often if needed. The Chairperson of the Board is responsible for convening meetings and for meeting activities. The meeting agenda is prepared by the CEO together with the Secretary of the Board.

You will find the number of Board meetings per year and participation activity in the latest annual report. The company’s Board of Directors is elected at th Annual General Meeting, after which the Board organizes. At its organizing meeting, the Board approves the rules of procedure and action plan for the year and conducts an independence assesment.

The Board carries out annual assessments of its operations and working styles based on a self-evaluation form.