Board of Directors

Pursuant to the Articles of Association of Lamor, the Company’s Board of Directors consists of a minimum of three and a maximum of eight ordinary board members and the term of office of board members expires at the end of the Annual General Meeting first following their election. The Board of Directors constitutes a quorum when more than half of its elected members are present. Members with a conflict of interest are excluded when determining the quorum.

Duties of the Board of Directors

In addition to the duties defined in laws and regulations and Lamor’s Articles of Association, the duties of Lamor’s Board of Directors include the following:

Strategy and financial targets

• decides on Lamor’s strategy and the company´s strategic and financial targets
• determines Lamor’s dividend policy

Supervising and ensuring the compliance of operations

• supervises and controls Lamor’s management and operations
• approves/confirms the written Charters of the Board and the Board Committees

Risk Management

• approves Lamor’s risk management principles and certain risk management policies and practices and supervises their implementation

Investments

• decides on significant investments, acquisitions and divestments

Financial reporting and sustainability reporting

• oversees Lamor’s financial reporting and approves Lamor’s interim and half-year reports, annual reports and financial statements
• approves Lamor’s sustainablity principles and oversees the company’s sustainability reporting

Management remuneration

• decides on the remuneration, incentive schemes and performance metrics of the CEO and the Management Team, in accordance with Lamor’s remuneration policy

Other matters to be decided by the Board

• decides on other significant issues concerning Lamor´s operations

Lamor’s Board of Directors convenes according to a schedule agreed in advance and as needed. The Board of Directors receives up-to-date information on Lamor’s operations, finance and risks in its meetings. In addition to its members, the CEO and the CFO attend in the meetings of the Board of Directors, unless the meeting concerns a matter concerning them. Minutes are kept of all meetings of the Board of Directors.

Members of the Board of Directors

Committees of the Board of Directors

The Board of Directors may establish permanent committees to assist the Board of Directors in the preparation and performance of its tasks and duties, and decide on their size, composition and duties. Their activities have been described in more detail below.

• On 23 November 2021, Lamor’s Board of Directors resolved to establish the Audit Committee, whose term began as of the listing in December 2021.

• On 28 April 2022, Lamor’s Board of Directors resolved to establish the Remuneration Committee, whose term began as of the meeting that decided to establish the Committee.

Audit Committee

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

Lamor’s Board of Directors appoints the chairman and the members of the audit committee. The Audit Committee consists of at least 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 Lamor and at least one member of the Audit Committee must be independent of Lamor’s significant shareholders. A person who participates in the day-to-day management (for example, as the CEO) of Lamor 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.

In its organisational meeting held on 26 March 2024, the Board of Directors has elected Timo Rantanen as the Chairman of the Audit Committee and Kaisa Lipponen and Mika Ståhlberg as the members of the Audit Committee.

Remuneration Committee

The role of the Committee is to assist the Board. The duties of the Remuneration Committee include preparing remuneration matters to be considered by the Board relating to the appointment and remuneration of the CEO and other key individuals at Lamor as well as Lamor’s general remuneration principles and incentive schemes. The Board of Directors has defined the duties and operating principles of the Remuneration Committee in the written Charter.

The members and the Chairman of the Remuneration Committee shall be appointed by the Board of Directors. The Remuneration Committee shall comprise a minimum of three members. The term of the Remuneration Committee is one year, and the term ends at the close of the next Annual General Meeting following the election. The majority of the members of the committee shall be independent of the company. A person who participates in the day-to-day management of the Company or another company in the same group of companies (for example as a CEO) cannot be appointed to the Remuneration Committee.

Upon resolving on the composition of the Remuneration Committee, the complementary competencies, qualifications and industry knowledge of the members shall be taken into account.

In its organisational meeting held on 26 March 2024, the Board of Directors has elected Nina Ehrnrooth as the Chairman and Kaisa Lipponen and Timo Rantanen as the members of the Remuneration Committee.