Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Rectangle 212 + Rectangle 212 + Rectangle 212 Created with Sketch. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Twitter Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta.

Board of Directors

The Annual General Meeting on 7 March 2019 resolved that the Board of Directors consist of four ordinary members and elected the following members to the Board of Directors: Jonas Gustavsson, Stefan Johansson, Jacob Landén and Martin à Porta

Read more about the members of the Board of Directors below.

Jonas Gustavsson

Chairman of the Board

Member of the Pöyry Board since 2019

Main occupation:
President and CEO of ÅF Pöyry AB (publ)

Primary working experience:

  • Business Area Manager Sandvik Machining Solutions 2013 -2017 and Sandvik Materials Technology 2011 -2013
  • Several leading positions at Sandvik
  • Vice President of Operations at BRP-­Rotax (Austria)
  • Leading positions at Bombardier and ABB

Stefan Johansson

Member of the Board

Member of the Pöyry Board since 2019

Main occupation:
CFO of ÅF Pöyry AB (publ)

Primary working experience:

  • CFO Haldex och Duni
  • Various positions in the ABB Group

Jacob Landén

Member of the Board

Member of the Pöyry Board since 2019

Main occupation:
General Counsel at ÅF Pöyry AB (publ), 2008-

Primary working experience:

  • Partner of Advokatfirman Lindberg & Saxon 1990-2008
  • Court Clerk at District Court of Stockholm 1989-1990

Martin à Porta

Member of the Board

Member of the Pöyry Board since 2019

Main occupation:
EVP and Head of Division Management Consulting at ÅF Pöyry AB (publ), President and CEO at Pöyry PLC

Primary working experience:

  • Siemens Building Technologies Europe, CEO 2012-2015
  • Siemens WLL, CEO, Qatar 2010-2012
  • Siemens Building Technologies International Group HQ, various executive leadership positions 2005-2010
  • Siemens Building Technologies Ltd., various strategy and M&A, business development and project management positions 2001-2004
  • Wetellyou.com AG, Managing Director & Co-owner, Switzerland / US 2000-2001
  • Electrowatt Engineering Ltd., various engineering & project management positions 1996-2000

Composition of the Board 

Pursuant to Pöyry’s Articles of Association the Board of Directors consists of a minimum of four and a maximum of ten members. The Annual General Meeting decides on the number of members of the Board of Directors and elects the members for a term of one year lasting until the close of the following Annual General Meeting. 

In accordance with the Finnish Corporate Governance Code the majority of the members of the Board of Directors shall be independent of the company. In addition, at least two of the members representing this majority shall be independent of significant shareholders of the company.  It is the view of the Board of Directors that all other members of the Board are independent of the company, except for Mr. Martin à Porta, who has been serving as the CEO of the company since 2016. All members of the Board are not independent of the company’s major shareholder, which reflects the fact that ÅF Pöyry AB (publ) holds more than nine-tenths of all the shares in the company as well as the ongoing process for ÅF Pöyry AB (publ) to acquire all of the issued and outstanding shares of the company.

Duties of the Board 

The duties of the Board of Directors are specified in the Finnish Companies Act, the Board is responsible for overseeing that the management and operations, and the supervision of accounting and financial matters of the company are appropriately organised. The Board has authority to act in all matters not reserved by law or the company’s Articles of Association to another governing body. The Board of Directors meets as often as necessary to properly fulfil its duties. The Board of Directors decides well in advance on its annual meeting schedule and additional meetings are arranged when necessary. The Board of Directors evaluates its performance and working methods annually.

The Board of Directors has adopted for itself a Charter. According to the Charter, apart from the statutory duties the main tasks of the Board of Directors are:

  • Decision to convene the General Meeting of shareholders
  • Approval of the strategic goals and direction
  • Approval of strategically important or major acquisitions
  • Business control including, among others, approvals of control policies, and business matters in accordance with the Company's Authorities and Approval Policy (with Approval Matrix)
  • Approval of the business organisation structure
  • Appointment of the President and CEO
  • Approval of the appointments of the Group Executive Committee and other top management
  • Financial control including, among others, approval of half year financial reports and annual accounts and group level budgets
  • Approval of principles of risk management and internal control
  • Appointment of the Chief Audit Executive and approval of the Internal Audit Charter
  • Appointments to the Board Committees and review of the reports of the Board Committees

Board’s Committees

The Board of Directors decided at its assembly meeting that no committees will be established for the Board of Directors. In consideration of ÅF Pöyry AB (publ) owning more than 90 % of the company's shares and that the redemption proceeding in respect of the remaining minority shares in the company has been initiated and Pöyry shares will be delisted from Nasdaq Helsinki Ltd stock exchange in due course, it was noted that the Finnish Corporate Governance Code 2015 will no longer be complied with in full. The matters assigned for the Committees in the Finnish Corporate Governance Code 2015 or the company's Committee charters are to be handled by the Board of Directors.

See also