Board of Directors

Board of Directors | Board Committees | Members of the Board

Pursuant to Kreate’s Articles of Association, the Kreate’s annual general meeting elects a minimum of three and a maximum of ten members to the Board of Directors. The term of office of the Board members expires at the end of the next Annual General Meeting following their election. The Board constitutes a quorum when more than half of the members are present. When this proportion is calculated, disqualified members are excluded.

In addition to the duties set out in laws and regulations, Kreate’s Articles of Association, the Finnish Corporate Governance Code and Nasdaq Helsinki’s rules and regulations, Kreate’s Board of Directors will:

• direct and oversee Kreate’s management and operations;
• confirm the charters of the committees of the Board of Directors;
• decide on significant matters concerning Kreate’s operations;
• process and approve interim financial statements, annual reports and financial statements;
• approve strategic objectives and risk management principles of Kreate and its business as well as Kreate’s certain guidelines and policies and monitor their realisation;
• decide on the remuneration of the CEO and the Management Team and Kreate’s incentive schemes in accordance with Kreate’s remuneration policy;
• decide on significant investments, acquisitions and divestments; and
• define Kreate’s dividend policy.

Kreates’s Board of Directors convenes in accordance with a schedule agreed in advance and as required. The Board of Directors receives current information on Kreate’s operations, finances and risks in its meetings. Minutes are kept of all meetings. Meetings of the Board of Directors are attended by the CEO and the Chief Financial Officer, unless they are the subject of discussion. However, the Board of Directors convenes at least once a year without the presence of the operational management.

Board Committees

The Board of Directors has the following committees: an audit committee and a remuneration and nomination committee. Both committees have charters where their key duties and operating principles are confirmed by the Board of Directors.

Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors by preparing 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.

Kreate’s Board of Directors appoints the chairman and the members of the audit committee. The Audit Committee consists of 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 Kreate and at least one member of the Audit Committee must be independent of Kreate’s significant shareholders. A person who participates in the day-to-day management (for example, as the CEO) of Kreate 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. The Audit Committee convenes at least four times a year according to an agreed schedule, and when needed.

In its organizing meeting on 25 March 2024, Kreate’s Board of Directors appointed Elina Rahkonen as the chair of the Audit Committee and Jussi Aine and Petra Thorén as members of the Audit Committee.

Nomination and Remuneration Committee

The Remuneration and Nomination Committee prepares matters pertaining to remuneration and appointment of members of Kreate’s Board of Directors, Kreate’s CEO and rest of the Management Team as well as remuneration principles of Kreate. The Committee assists the Board of Directors on the performance evaluation and compensation of the CEO and Management Team members reporting directly to the CEO, identifies individuals qualified to serve as the CEO of Kreate and makes recommendations to the Board of Directors for approval of the appointment of the CEO.

The Remuneration and Nomination Committee prepares the remuneration policy and report for Kreate’s General Meeting and the proposal concerning the election of members of the Board of Directors. The Board of Directors has determined the main duties and operating principles of the Remuneration and Nomination Committee in its written charter. The Board of Directors has determined the main duties and operating principles of the Audit Committee in a written charter.

The Chairman and the members of the Remuneration and Nomination Committee are appointed by Kreate’s Board of Directors. The Remuneration and Nomination Committee consists of three members of the Board of Directors whose term of office is one year and expires at the end of the next Annual General Meeting following their election. A majority of the members of the Committee must be independent of Kreate and the CEO or other persons in the management team of Kreate shall not be appointed to the Committee. The Remuneraation and Nomination Committee convenes at least three times a year according to an agreed schedule, and when needed.

In its organizing meeting on 25 March 2024, Kreate’s Board of Directors appointed Petri Rignell as the Chairman of the Remuneration and Nomination Committee and Timo Kohtamäki and Timo Pekkarinen as members.

The list of ownership in Kreate can be found from Management Holdings section