Gorporate Governance

Board of Directors

The Board of Directors, which comprises 5–7 members elected by the Annual General Meeting, is responsible for the administration and appropriate organisation of Biohit’s business operations. Proposals concerning membership of the Board of Directors are prepared by the Board of Directors. The Board of Directors elects a chairman from amongst its members.

A person elected as a member of the Board of Directors must have the required qualifications for the position, and the possibility to devote sufficient amount of time to perform the assignment. The majority of board members must be independent of the company's significant shareholders. The board of directors evaluates the independence of the directors. Each director shall provide the board of directors with sufficient information so as to allow the board of directors to evaluate his/her independence. Each director shall also notify the board of directors of any changes in factors that may affect his/her independence and express his/her own opinion of his/her independence.

Biohit has defined the principles applying to diversity within the Board of Directors in accordance with recommendation 9 of the corporate governance code. Biohit’s objective is for both sexes to be represented on the company’s Board of Directors. In line with this objective, the Board of Directors has members of both sexes.

Board members’ terms of office run from the date of their election by the AGM until the end of the next AGM.

Duties of the Board

The Board is responsible for the administration and appropriate organisation of Biohit’s business operations. The Board’s areas of responsibility are stated in the written rules of procedure approved by the Board. They are as follows:

• Increasing shareholder value
• Ensuring the appropriate organisation of accounting and financial management
• Approving Biohit Oyj's financial statements, consolidated financial statements and the Report of the Board of Directors for the most recent financial period
• Approving the half year financial report annually for the period ending at the end of June
• Deciding on Biohit’s business plan, budget, and investment plan
• Deciding on Biohit’s financing and risk management policies
• Approving the remuneration and incentive schemes for senior managers
• Appointing the President & CEO
• Deciding on Biohit’s strategy, organisational structure, investments, and other widereaching and significant issues

The Board’s decision-making is based on reports prepared by the company's operative management on the operational development of the Group and its business units.

Board meetings and self-assessments

The chairman of the Board is responsible for convening Board meetings and arranging the work of the Board. The Board convenes 10–12 times per year, usually meeting once every month or once every two months, and the meeting schedule for the entire term is confirmed in advance. When necessary, Board meetings are held more frequently or by teleconference.

The Board evaluates its operations and working methods once a year. The assessment is carried out as a self-assessment and the assessment is handled at the Board meeting.

The company's Board decides on the internal division of tasks in such a way that the specialized skills and experience of the board members are utilized in the best possible way.

The scope of the Biohit Oyj’s business does not require the appointment of a separate Audit Committee, and consequently no separate committees have been appointed to increase the efficiency of the Board.

Board members

Vesa Silaskivi, born 1966

Ph.D (Jur.), University of Helsinki
Member of the Board and Chair of the Board since 2023

Independent of the company and major shareholder

Lea Paloheimo, born 1951

PhD (clinical biochemistry), hospital chemist
Member of the Board since 2019, Chair of the Board 2022-2023

Independent of the company and major shareholder

Osmo Suovaniemi, born 1943

MD, PhD, Professor
Chair of the Board, Deputy CEO
Member of the Board since 1988, Chair of the Board 2011-2021

Non-independent of both company and major shareholder

Liu Feng, born 1972

General manager of Hefei Medicine Co., Ltd, Owner of Biohit Healthcare Hefei
Member of the Board since 2018

Non-independent of the company and major shareholder

Kalle Härkönen, born 1968

MSc (Tech.)
Foamit Group Oy CEO, and MD Uusioaines Oy
Member of the Board since 2022

Independent of the company and major shareholder