Governance

Board of Directors

The tasks and responsibilities of the Board of Directors of the Company are determined on the basis of the Finnish Companies Act as well as other applicable legislation. The Board of Directors of the Company has general authority to decide and act in all matters not reserved for other corporate governing bodies by law or under the provisions of the Company’s articles of association. The general task of the Board of Directors of the Company is to duly organize Duell’s management and operations. In all situations, the Board of Directors of the Company must act in accordance with Duell’s best interest.

According to the company’s Artciles of Association, The Board of Directors of the company has a minimum of four (4) and a maximum of eight (8) members. The term of office of members of the Board of Directors ends at the close of the annual general meeting of shareholders following their election.

The Board of Directors of the Company is quorate when more than one half of its members are present. A decision by the Board of Directors of the Company is the opinion supported by more than one half of the members present at a meeting. In the event of a tie, the Chairman has the casting vote. The Board of Directors of the Company meets according to a predetermined schedule between six and ten times in a year and, when necessary, holds additional meetings. The Board of Directors of Duell Corporation has a People and Remuneration Committee and Audit Committee. The Board of Directors of the Company may consider establishing committees in the future in order to function effectively taking into account the scope and nature of Duell’s operations and the operating principles of the Board of Directors.

Committees add

People and Remuneration committee

The Board of Directors of Duell Corporation has agreed to establish a People and Remuneration committee. The task of the Committee is to assist the Board in matters related to the nomination and remuneration of CEO and other members of management. In addition, the Committee assists the Board in matters related to the development of the Group’s corporate culture and personnel policy.

According to the Charter, the committee evaluates and prepares structure and allocation of the salary and incentives system as well as performance incentive rules. For the success of the company, the identification, and development of the key talents, and successor planning of the management is utmost important. The Committee reports to the Board of Directors and give the Board an annual summary of its actions during the financial year, including any observations made or recommendations given. The Committee has a charter approved by the Board.

The Committee shall have no more than four (4) members. The Board of Directors elects the members and Chairman of the Committee from among its members each year in its first meeting following the Annual General Meeting. Majority of the members of the Committee shall be independent of the Company as required by the Finnish Corporate Governance Code for members of the Remuneration Committee.

Following the Annual Genral Meeting 2024 the Borad elects in its organisational meeting Anu Ora as the chair of the People and Remuneration Committee and Niko Mokkila and Anna Hyvönen as members of the People and Remuneration Committee.

Charter of People and Remuneration Committee can be accessed from this link.

Audit Committee

Following the Annual Genral Meeting 2024 the Borad elects in its organisational meeting Kim Ignatius as the chair of the Audit Committee and Axel Lindholm and Anna Hyvönen as members of the Audit Committee.

Board members

Anna Hyvönen, born 1968

Member of the Board since 2021

Chairperson
Member of the People and Remuneration Committee
Member of Audit Committee

Licentiate of Science (Tech.)
Finnish citizen
Independent of the company and significant shareholders

Background add

Current main Board memberships and duties:

Duell Corporation, Chair of the Board and Member of People and Reumuneration Comittee; FLSmidth & Co. A/S, Member of the Board; Nokian Tyres Plc, EVP of Passenger Car Tyres and Vianor.

Key employment history:

EVP of Passenger Car Tyres and Vianor of Nokian Tyres Plc since 2016, EVP at Ramirent 2012–2016, various leadership positions at Kone Corporation 2008–2012 and several leadership positions at Nokia Networks 1995–2007.

Previous Board memberships and public duties:

Chair of the Board of LeaseGreen, Member of the Board of Normet Group and Member of the Board of Caverion Corporation.

Anu Ora, born 1973

Member of the Board since 2021

Chairperson of the People and Remuneration committee

M.Sc. (Econ.)
Finnish citizen
Independent of the company and significant shareholders

Background add

Current main Board memberships and duties:

Duell Corporation, Member of the Board and Chair of the Audit Committee; Leijona Catering Oy, Member fo the Board; Diagno Finland Oy, Chair of People and Remuneration Comittee; Örum Oy Ab, CEO.

Key employment history:

CEO of Örum Oy Ab since 2019, Vice President, Food Business of Apetit Plc 2015–2019, various leadership position at Suomen Lähikauppa Oy 2010–2015, several positions at The Boston Consulting Group 1997-2009.

Previous Board memberships and public duties:

Member of the Board of Escamar Seafood Oy, Member of the Board of Ruokatieto Yhdistys Ry, Member of the Board of Raskone Oy, Member of the Board of Tuko Logistics and Member of the Board of Tradeka Pavelut.

Kim Ignatius, born 1956

Member of the Board since 2021

Chair of Audit Committee

B.Sc. (Econ.)
Finnish citizen
Independent of the company and significant shareholders

Background add

Current main Board memberships and duties:

Duell Corporation, Member of the Board and Chair of the Audit Committee; Elisa Corporation, Member of the Board and Chair of the Audit Committee; Pihjalajalinna Group, Member of the Board and Chair of the Audit Committee; Yliopiston Apteekki (The University Pharmacy), Vice Chair of the Board and Chair of the Audit Committee.

Key employment history:

Sanoma Corporation, EVP 2017 and CFO 2008–2016. TeliaSonera AB, EVP and CFO 2003–2008. Sonera Corporation, EVP and CFO 2000–2002. Tamro Oyj, Group CFO 1997–2000.

Previous Board memberships and public duties:

Chair of the Board and Chair of the Audit Committee of Rovio Entertainment Corporation, Member of the Board and Chair of the Audit and Risk Committee of Fortum Plc, Chair of the Board of Royal Ravintolat Oy and Chair of the Board of Directors' Institute of Finland, Member of the Board and Chair of the Audit and Risk Committee of Fortum Corporation, Chair of the Board of Royal Restaurants Ltd.

Niko Mokkila, born 1979

Member of the Board since 2021

Member of the People and Remuneration Committee

M.Sc. (Econ.) and M.Sc. (Tech.)
Finnish citizen
Independent of the company, but no of its shareholders due the position as Managing Director of Hartwall Capital Oy Ab

Background add

Current main Board memberships and duties:

Duell Corporation, Member of the Board and the Audit Committee; Bang & Bonsomer Group Ab, Member of the Board; Managing Director of Harwall Capital Oy Ab.

Key employment history:

Managing Director of Hartwall Capital Oy Ab since 2019, Director at Altor Equity Partners 2007–2019, Analyst at Merrill Lynch 2005–2007.

Previous Board memberships and public duties:

Member of the Board of Konecranes Plc, Member of the Board of Remeo Oy, Member of the Board of LeaseGreen Finland Ltd and Member and Member of the Board of Remeo Oy.

Axel Lindholm, born 1988

Member of the Board since 2024

Member of the Audit Committee

M.Sc. (Econ.)
Finnish citizen
Independent of the company, but no of its shareholders due the position as Investment Director of Hartwall Capital Oy Ab

Background add

Current main Board memberships and duties:

Duell Corporation, Member of the Board and Member of Audit Committee; Investment Director of Harwall Capital Oy Ab. Board Member of Vastuu Group Oy, Remeo Group Oy, Remeo Oy and Remeo Refining Oy.

Key employment history:

Investment Director of Hartwall Capital Oy Ab since 2019, EY 2016-2017 and AFEX Markets 2014-2016.