Board of directors

Suomeksi

Board of Directors 

According to the company’s Articles of Association, the Board of Directors consists of 5–7 ordinary members. The Annual General Meeting elects the board members, and the term of office of the members of the board of directors shall end at the end of the Annual General Meeting following the election. The Shareholders’ Nomination Board prepares the proposal regarding the composition of the board for the decision of the Annual General Meeting. 

The Board of Directors is responsible for the management of the company and the proper organization of its operations. The board also ensures the appropriate supervision of the company’s accounting and financial management. The board handles all matters within its area of responsibility as defined by Finnish law, the Articles of Association, the Corporate Governance Code, Nasdaq Helsinki regulations, and other rules and regulations applicable to Finnish listed companies. The board has general authority in all matters that are not assigned to another corporate body under law or the Articles of Association. 

The board has adopted a written charter governing its operations, which defines the key duties and operating principles of the board and its chairperson. The board appoints and dismisses the President and CEO, supervises the President and CEO’s performance, and decides on the President and CEO’s remuneration and other terms of service. If necessary, the board may also appoint a deputy CEO. The board is responsible for significant decisions affecting the company and the group, such as the company’s strategy, major investments, mergers and acquisitions, governance structure, and profit distribution proposals. 

The board must act diligently in promoting the interests of the company and all its shareholders. The board may not make decisions or take actions that would provide an unfair advantage to a shareholder or any other party at the expense of the company or another shareholder. 

Diversity of the Board of Directors 

GRK aims to ensure that the composition of its board of directors reflects diversity. A broad range of skills, experience, and perspectives among board members enables comprehensive discussions to support decision-making and provides both support and challenge to the company’s executive management. Men and women shall be equally represented on the board of directors. 

To achieve its diversity objectives, GRK has established written board diversity principles, which the Shareholders’ Nomination Board considers when preparing proposals for the composition and members of the board. 

The company reports on the implementation of diversity in its annual corporate governance statement. 

Remuneration of the Board of Directors 

The Annual General Meeting of the Company held on 5 March 2025 resolved that the annual remuneration of the members of the Board of Directors until the closure of the Annual General Meeting of 2026 are as follows: 

In addition, the Annual General Meeting held on 5 March 2025 resolved that the Chairman of the Audit Committee shall be paid an annual fee of EUR 7,000 in addition to the annual fee mentioned above. The members of the Board of Directors shall be paid a fee of EUR 600 for each meeting of the Committee (EUR 900 for the Chairman of the Committee) in which they participate. Travel and accommodation expenses incurred by the members of the Board of Directors for Board and committee work are reimbursed in accordance with the Company’s expense reimbursement policy. 

For further information on the remuneration of the Board of Directors, please see section Remuneration. 

Committees 

The Board of Directors may establish standing committees to assist the Board of Directors in preparing matters for which it is responsible. The Board of Directors decides on the size, composition and duties of the committees and approves the charters of the standing committees. The Board of Directors appoints the members and the chair of the committee from among its members. 

The Board of Directors’ committees do not have independent decision-making power in matters within the Board of Directors’ competence, but they assist the Board of Directors in the preparation of such matters, and the Board of Directors makes its decisions collectively 

Audit Committee 

The Board of Directors has established an Audit Committee for the company. The Board of Directors has approved a written charter for the Audit Committee, defining its purpose, composition, operations, duties, and qualification requirements for its members. 

According to its charter, the Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities regarding the company’s financial and sustainability reporting processes, statutory auditing, and sustainability assurance. It also supports the Board of Directors in monitoring financial statements, sustainability audit, internal control, internal audit, risk management systems, and related-party transactions, making recommendations to the Board of Directors on these matters. 

Additionally, the Audit Committee is responsible for preparing the selection of the Auditor and the Sustainability Auditor, assessing their independence, particularly regarding non-audit services, and performing other tasks assigned by the Board of Directors. The Audit Committee also monitors and evaluates the effectiveness of the internal control and risk management systems and assesses the performance of the Auditor and the Sustainability Auditor. 

Audit Committee Charter (PDF)

Personnel and Remuneration Committee 

The Board of Directors has established a Personnel and Remuneration Committee for the company. The Board of Directors has approved a written charter for the committee, defining its purpose, composition, operations, duties, and the qualification requirements for its members. 

According to its charter, the committee assists the Board of Directors in handling matters related to the appointment and remuneration of the CEO and other senior management, management succession planning, the preparation of employee remuneration and incentive systems, and the assessment of the implementation of the company’s HR policy. Additionally, the committee is responsible for preparing the company’s remuneration policy and remuneration report, presenting them at the General Meeting, and addressing related questions. 

Personnel and Remuneration Committee Charter (PDF)

Tender and Project Committee 

The Board of Directors has established a Tender and Project Committee for the company. The Board of Directors has approved a written charter for the committee, defining its purpose, composition, operations, duties, and the qualification requirements for its members. 

According to its charter, the committee’s purpose is to review and prepare significant contract tenders for the Board of Directors’ decision and to monitor the progress of such projects. Additionally, the committee supports management in assessing project risks and opportunities, defining appropriate risk management measures, and ensuring the successful negotiation and implementation of projects. 

Tender and Project Committee Charter (PDF)