Board of Directors
Jaakko Eskola
Born 1958, Finnish citizen
Master of Science (Technology)
Chair of the Board of Directors since 2024
Chair of the Personnel and Remuneration Committee since 2024
Independent of the Company and significant shareholders
Career
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Wärtsilä Corporation
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Senior Advisor to the Board of Directors and Executive Team 2021
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President and CEO 2015–2021
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Senior Executive Vice President and Deputy to the CEO 2013– 2015
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President, Marine Solutions 2006–2015
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Vice President, Power Plants Sales & Marketing 2005–2006
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Wärtsilä Development & Financial Services Oy
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President 1998–2005
Key positions of trust
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Oy HIFK-Hockey Ab, Chair of the Board of Directors since 2023
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Valmet Corporation, Vice Chair of the Board of Directors since 2022
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Varma Mutual Pension Insurance Company, Member of the Board of Directors since 2021, Chair of the Board of Directors since 2022
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Technology Industries of Finland, Chair of the Board of Directors since 2022
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Confederation of Finnish Industries (EK), Member of the Board of Directors since 2022
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Oy Pörssitalo-Börshuset Ab, Member of the Board of Directors since 2022
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P2X Solutions Ltd, Member of the Board of Directors since 2022
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Enersense International Plc, Chair of the Board of Directors since 2021
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Finnish Foundation for Share Promotion (Pörssisäätiö), Member of the Board of Directors since 2017
Lars Engström
Born 1963, Swedish citizen
Master of Science (Engineering)
Member of the Board of Directors since 2024
Member of the Audit and Risk Management Committee since 2024
Independent of the Company and significant shareholders
Career
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Sandvik AB (publ)
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President, Business Area Mining and Rock Technology 2015–2019
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BE Group AB (publ)
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Interim President & CEO 2014–2015
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Munters Group AB
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President & CEO 2006–2014
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Atlas Copco AB (publ)
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Senior management and finance positions 1994–2006
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Seco Tools AB
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Senior management and finance positions 1988–1994
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Key positions of trust
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Boart Longyear Group Ltd, Advisor to the Board of Directors since 2024
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Normet Group Ltd., Member of the Board of Directors since 2020
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Alcadon Group AB, Member of the Board of Directors since 2020
Marcus Hedblom
Born 1970, Swedish citizen
Master of Science (Industrial Engineering and Management)
Member of the Board of Directors since 2024
Member of the Audit and Risk Management Committee since 2024
Independent of the Company and significant shareholders
Career
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Ovako AB
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President & CEO 2015–
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CFO 2011–2015
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SAS Group
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Deputy Group CFO 2009–2011
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CEO, Spanair S.A. 2007–2009
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CFO, Spanair S.A. 2007
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CFO, SAS Sverige AB 2004–2007
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Other management roles 2002–2004
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McKinsey & Company
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Consultant 1998–2002
Key positions of trust
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Lindab International AB, Member of the Board of Directors since 2020
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Jernkontoret (Swedish iron and steel producers’ association), Member of the Board of Directors since 2016
Teresa Kemppi-Vasama
Born 1970, Finnish citizen
Master of Social Sciences (Social Psychology), MBA
Vice Chair of the Board of Directors since 2024
Member of the Personnel and Remuneration Committee since 2024
Independent of the Company and significant shareholders
Career
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Kemppi Group Oy (incl. Kemppi Oy, Kempower Corporation, Kemptron Oy)
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Owner and entrepreneur
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Various positions in Kemppi Group Oy, Kemppi Oy, Kempower Oyj and Kemptron Oy
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Chair of the board, Vice chair, Board member, CEO, manager
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Kemppi –Yhtiöt Oy
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CEO 2020 – 2023
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Board member 2012 - 2023
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Lomapilke Oy
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CEO 2011–2018
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Board member / Vice chair 2009 - 2018
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Finnish Red Cross
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Management team member, Director 2007 - 2009
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Various positions 1997–2007
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Accenture
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Consultant 1996–1997
Key positions of trust
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LUT University, Vice Chair of the Board since 2018, Chair of the Board since 2022
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Montia Oy, Chair of the Board of Directors since 2022
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Bellator Oy, Chair of the Board of Directors since 2022
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Lahti Industrial Association, Vice Chair of the Board of Directors since 2014, Chair of the Board of Directors since 2022
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Viipurin Taloudellinen Korkeakouluseura ry, Member of the Board of Directors since 2020, Vice Chair the Board of Directors since 2022
Vesa Laisi
Born 1957, Finnish citizen
Master of Science (Technology, Economics)
Member of the Board of Directors since 2024
Member of the Audit and Risk Management Committee since 2024
Independent of the Company and significant shareholders
Career
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Danfoss A/S
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President, Danfoss Drives 2015–2022
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Vacon Ltd
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CEO 2015–2022
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Vacon Plc
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CEO 2002–2015
Key positions of trust
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Kempower Corporation, Member to the Board of Directors since 2021, Chair of the Board of Directors since 2024
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Axopar Boats Ltd, Chair of the Board of Directors since 2023
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Axopar Holdings Ltd, Chair of the Board of Directors since 2023
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Wirepas Ltd, Advisor to the Board of Directors since 2017, Member of the Board of Directors since 2024
Sari Pohjonen
Born 1966, Finnish citizen
Master of Science (Economics and Business Administration)
Member of the Board of Directors since 2024
Chair of the Audit and Risk Management Committee since 2024
Independent of the Company and significant shareholders
Career
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Oriola Corporation
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CFO 2021–2022
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Fiskars Corporation
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CFO 2017– 2021
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Deputy CEO 2018–2021
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Interim CEO 2020
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President, SBU Functional 2019–2020
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CFO, Fiskars Living 2016–2017
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Vice President, Finance, EMEA Sales Region 2012–2013
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CFO, Fiskars Home/Iittala 2008–2012
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Reima Group Oy
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CFO 2013– 2016
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Deputy CEO 2015–2016
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SanomaWSOY Corporation
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several managerial positions 2001–2008
Key positions of trust
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Lindex Group plc, Member of the Board of Directors since 2022, Chair of the Board of Directors since 2023
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Aktia Bank plc, Member of the Board of Directors since 2022, Chair of the Audit Committee since 2023
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Oilon Group Oy, Member of the Board of Directors since 2021
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VR-Group Plc, Member of the Board of Directors since 2019, Chair of the Audit Committee since 2020, Vice Chair of the Board of Directors since 2022
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Jane and Aatos Erkko Foundation, Member of the Board of Directors since 2021
Emilia Torttila-Miettinen
Born 1979, Finnish citizen
Master of Science (Technology)
Member of the Board of Directors since 2024
Member of the Personnel and Remuneration Committee since 2024
Independent of the Company and significant shareholders
Career
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Valmet Corporation
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President, Automation Systems business line 2022–
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CEO, Valmet Automation Inc. 2022–
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Vice President, Operations, Automation Systems business line 2020–2022
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Director, Services, North-East Europe, Automation business line 2018–2020
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Manager, Services, North-East Europe, Automation business line 2014–2018
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Metso Corporation
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Manager, Customer Service Nordic 2014– 2015
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Product Manager, Paper Process Optimization, Metso Automation 2013–2014
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Various Global technical specialist roles 2003–2013
Key positions of trust
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Hissi ja Kuormaustila M & M Oy, Deputy Member of the Board of Directors since 2003
Board of Directors
Pursuant to the Articles of Association of Kalmar, the Board of Directors shall comprise of a minimum of five and a maximum of ten members. The Annual General Meeting elects the members of the Board of Directors. The Board of Directors elects the Chair of the Board of Directors from among its members. The term of office of the members of the Board of Directors will expire at the end of the next Annual General Meeting following the election.
The Annual General Meeting of Cargotec resolving on the demerger, held on 30 May 2024, appointed Jaakko Eskola (Chair of the Board), Lars Engström, Marcus Hedblom, Teresa Kemppi-Vasama, Vesa Laisi, Sari Pohjonen and Emilia Torttila-Miettinen. Ulla Bono, General Counsel, serves as the Secretary to the Board of Directors.
The term of office of Kalmar’s members of the Board of Directors commenced upon registration of the completion of the demerger on the effective date and shall expire at the end of the first Annual General Meeting of Kalmar following the effective date.
The Board of Directors is responsible for Kalmar’s administration and the appropriate organisation of its operations. The Board of Directors decides on company-wide significant matters of principal importance, such as the strategy, key investments, organisation and financial affairs. Furthermore, the Board of Directors appoints and dismisses the President and CEO, supervises their actions and decides on their remunerations and other terms and conditions of employment and/or the contract of service.
The Board of Directors shall convene in accordance with a schedule agreed in advance and as needed. The Board of Directors constitutes a quorum when more than half of the elected members are present. When this proportion is calculated, disqualified members are excluded. Minutes are kept of all meetings.
The Board’s composition shall support the overall goal of implementing Kalmar’s strategy. According to the Board’s diversity principles, board diversity shall evolve over time and reflect the operations strategy and the future needs of the company. The diversity factors include work experience in the strategic business areas and of the cultures in which Kalmar operates, as well as educational background, age and gender. There shall be both genders in the Board, the target being at least two directors of the underrepresented gender. In addition to the abovementioned, the Shareholders’ Nomination Board shall consider the principles concerning diversity of the Board of Directors, the independence requirements of the Finnish Corporate Governance Code and the rules of Nasdaq Helsinki applicable to the Company.
Self-assessment and independence review
The Board reviews its own performance and procedures once a year through internal self-assessment. Moreover, the Board conducts an annual assessment of the independence of its members. According to the assessment conducted in May 2024, the members of the Board are independent of the company and also independent of significant shareholders in the company.
Committees
The Board of Directors has established two permanent committees to assist the Board of Directors in the preparation and performance of its duties and responsibilities, the Audit and Risk Management Committee and the Personnel and Remuneration Committee, and has adopted written charters setting forth the purpose, composition, operation, and duties of the committees. The Board of Directors elects the members and the chairs for the committees from among its members. Members are appointed for a term of office which expires at the closing of the next Annual General Meeting following the election.
In addition, a Shareholders’ Nomination Board has been established for Kalmar and its charter has been adopted
Audit and Risk Management Committee
The composition of the Audit and Risk Management Committee is determined by the Board of Directors. The Audit and Risk Management Committee shall comprise at least three members.
The committee’s task is, in greater detail than is possible for the Board as a whole, to review the auditing work, the auditors’ fees, the internal controls, the scope of the internal and external audits, Kalmar’s financial policies, and other procedures for managing Kalmar’s risks. A particular purpose of the Audit and Risk Management Committee is to assist the Board in fulfilling its responsibility to oversee management’s conduct of the Company’s financial and sustainability reporting process. The committee has no independent decision-making power, but the Board makes decisions based on the recommendations made by the committee.
In discharging its oversight role, the committee is empowered to investigate any matter within its scope of authority, including access to all records and personnel of the Company and it also has the authority to retain outside expertise for this purpose.
The Chair of the Audit and Risk Management Committee has the responsibility to lead the committee’s work and to ensure that the committee attends to the tasks that fall within its authority.
The committee reports on its work to the Board of Directors. The secretary to the committee shall be nominated by the Board. Minutes shall be prepared for each meeting.
The chair of the Audit and Risk Management Committee is Sari Pohjonen while Lars Engström, Marcus Hedblom and Vesa Laisi are members of the committee. The committee members are independent of the company and of major shareholders.
Personnel and Remuneration Committee
The Personnel and Remuneration Committee shall comprise at least three members. The committee is responsible for preparing a proposal to the Board of Directors regarding the appointment of the President and CEO and the terms of their service, and prepares the nomination, succession and remuneration issues of other top management members as needed before board approval. The committee prepares the remuneration policy and remuneration report for Kalmar’s governing bodies. Furthermore, the Personnel and Remuneration Committee prepares Kalmar’s remuneration strategy and compensation systems to be used and follows their outcome and functionality. The secretary to the committee shall be nominated by the Board of Directors from the operative management team and minutes shall be prepared for each committee meeting.
The Chair of the Personnel and Remuneration Committee is Jaakko Eskola, while Teresa Kemppi-Vasama and Emilia Torttila-Miettinen are members of the Committee. The committee members are independent of the company and of major shareholders.
Shareholders’ Nomination Board
Kalmar’s Nomination Board is responsible for preparing proposals concerning the number, the election, and the remuneration of the members of the Board of Directors to the Annual General Meeting, and if necessary, to the Extraordinary General Meeting, of Kalmar.
The Chair of Kalmar's Board of Directors shall request each of the four largest shareholders to appoint one member to the Nomination Board by the last day of June each year. The members of the Nomination Board are appointed as follows: two largest shareholders of Class A Shares are entitled to appoint one member each, and two largest shareholders of Class B Shares, who do not own any Class A Shares, are entitled to appoint one member each. The Chair of Kalmar’s Board of Directors participates in the Nomination Board’s work as an expert without having a right to participate in the decision-making of the Nomination Board.
The number of votes held by each shareholder of all shares in Kalmar are determined based on the shareholders’ register of Kalmar as per the situation on the first banking day of June each year.
The Nomination Board has been established until further notice until otherwise decided by the General Meeting. The term of office of the members of the Nomination Board expires annually upon the appointment of new members of the Nomination Board.
Charter of the Shareholder’s Nomination Board
Board share ownership
Please find the board members' share ownership here.
The information is updated quarterly.