Board of Directors
The Board of Directors has overall responsibility for the company’s governance and the appropriate arrangement of its operations. The Board has approved written rules of procedure for itself, which define the matters that must be discussed by the Board. The Board of Directors confirms the principles concerning the company’s strategy, organization, accounting and asset management supervision. It also appoints the CEO, who is responsible for the implementation of the company’s strategy and management of its day-to-day affairs in accordance with the instructions and orders given by the Board.
According to the company’s Articles of Association, the Board of Directors comprises one to nine ordinary members and at least one deputy member, if fewer than three ordinary members are elected to the Board of Directors. The term of office of the members and deputy members of the Board of Directors ends at the end of the Annual General Meeting following their election. The Board elects a Chairperson from among its members.
Vincit Oyj does not comply with the Corporate Governance Code for listed companies in Finland (Corporate Governance 2020), but the company's board nevertheless assesses the independence of its members from the company and significant shareholders annually.
More information about the shareholdings of Vincit's Board of Directors can be found here
The Board of Directors decided on April 26, 2023 to establish an Audit Committee.
Composition of the Audit Committee: Enel Sintonen (Chair), Matti Copeland and Mikko Kuitunen were elected as members of the Audit Committee.
A meeting fee of EUR 500 per meeting was resolved to be paid for meetings of the Board’s Audit Committee.
In accordance with the Limited Liability Companies Act, the duties of the Audit Committee among other things are to:
monitor and assess the financing reporting system;
monitor and assess the efficiency of internal control and auditing as well as of the risk management systems;
monitor and assess how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and market terms;
monitor and evaluate the independence of the auditor and, in particular, the offering of services other than auditing services by the auditor;
monitor the Company’s auditing;
prepare the appointment of the Company’s auditor.
The Annual General Meeting of 2023 resolved to establish a Shareholders' Nomination Committee. The Nomination Committee is responsible for preparing and presenting proposals concerning the remuneration of the members of the Board of Directors, the number of Board members and the members of the Board to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting. In addition, the Nomination Committee is tasked with seeking candidates for the succession of the Members of the Board of Directors.
The Nomination Committee consists of five (5) members, of which the five (5) largest shareholders of the company are each entitled to appoint one (1) member. The largest shareholders entitled to appoint members are determined annually based on the shareholder information registered on the last working day of August in the company’s shareholders’ register maintained by Euroclear Finland Oy or based on separate holding information presented by holders of nominee-registered shares. If the holder of nominee-registered shares wishes to exercise their right to appoint, they must provide reliable evidence of the number of shares they hold on the last working day of August. The certificate shall be delivered to the Chairman of the Board of Directors by the fourth working day of September, at the latest.
The Chairman of the Board asks the five largest shareholders to each appoint one member to the Nomination Committee in accordance with the determined share ownership. If the shareholder does not wish to exercise their right of appointment, the right shall be transferred to the next largest shareholder who would otherwise not have the right to appoint. If two shareholders have the same number of shares and votes and members appointed by both shareholders cannot be appointed to the Nomination Committee, the issue is decided by lot. The Chairman of the Board convenes the first meeting of the Nomination Committee. The Nomination Committee elects a Chairman from among its members, who will convene the Nomination Committee in the future. Once the Nomination Committee has been selected, the company publishes the composition of the Committee with a stock exchange release. The Nomination Committee is set up for the time being until the Annual General Meeting decides otherwise. The members of the Nomination Committee shall be appointed each year and their term ends upon the appointment of new members.
The Nomination Committee shall submit its proposals to the Board of Directors annually so that they can be included in the notice of the General Meeting and, at the latest, by January 15 preceding the Annual General Meeting. Proposals to the Extraordinary General Meeting must be submitted to the Board of Directors so that they can be included in the notice of the General Meeting.
Composition of the Shareholders’ Nomination Committee of Vincit Plc
Vincit Plc's Annual General Meeting of 26 April 2023 resolved to establish a Shareholders' Nomination Committee and confirmed rules of procedure for the Shareholders' Nomination Committee. The Nomination Committee is set up for the time being until the Annual General Meeting decides otherwise. The members of the Nomination Committee shall be appointed each year, and their term ends upon the appointment of new members.
The following members have been elected to form the Nomination Board of Vincit Plc for the 2024-2025 term:
Chairman of the Board since 2021, member of the Board since 2021
Member of Audit Committee
Finnish citizen
Main occupation: Board professional, investor
Education: Master of Science in industrial engineering
Mikko served as CEO of Vincit from the company’s founding in 2007 until the end of 2015, and returned to the post on June 1, 2018 until July 31, 2021. Before Vincit was founded, Mikko served in various business development positions in Ionific Oy, Botnia Hightech Oy and Sasken Finland Oy in 2004–2007. Mikko has also worked as CEO of Amor & Labor Oy, which was founded in connection with Vincit’s split.
He is also an active Board member of several companies.
Not independent of the company and the major shareholders
Member of the Board since 2022
Member of Personnel Committee
Finnish citizen
Main occupation: board professional, venture capitalist
Education: BBA, Marketing and sales
Arto Martonen worked as an entrepreneur at Motley Agency Oy between 2010-2021
Arto is the chairman of the board at Motley Mothership Oy and Kick AI Ltd Oy and a board member at NBI Nordic Beauty Import Oy, Global Tire Technologies NV, Alexandria Oyj, Courtjester Oy, Kiinteistömaailma Oy, Noble Holdings Oy, and Woodia Oy.
Independent of the company and the major shareholders
Member of the Board since 2025
Chair of Audit Committee
Finnish citizen
Main occupation: CFO, Eltel Networks Oy
Education: MBA
Enel Sintonen (born 1977) has been CFO of Eltel Networks Oy since 2022. Previously, she worked at PricewaterhouseCoopers Oy as a partner, in various management positions and as the lead auditor of several listed companies. Enel has been a Board member and Chair of the Audit Committee of
Verkkokauppa.com Plc since 2024.
Member of the Board since 2025
Chair of Personnel Committee
Member of Audit Committee
Finnish citizen
Main occupation: Senior Partner, Taplow Finland
Education: MBA
Matti Copeland (born 1961) is a Senior Partner at Taplow Finland. Matti has had a long career in various positions at Ernst & Young Oy, Basware Oy, Deloitte Oy, CapMan Plc and Aura Capital Oy, as well as in the banking industry at Danske Bank, Nordea and Citibank. Matti holds several positions of
trust. He is an advisor to Accel-KKR and MCF Corporate Finance Oy. He is also a board member of Alekstra Oy, ProMedical Oy, Replicon Health Oy, Koko Forest Oy, Sisufy Oy, Pohjois-Haagan Yhteiskoulu and Fountain Park Oy.
Member of the Board since 2025
Member of Personnel Committee
Finnish citizen
Main occupation: CCO, Saidot Oy
Education: Master of Science in industrial engineering
Veera Siivonen (born 1980) has been CCO of Saidot Oy, an AI governance company, since 2023. Previously, she was a member of the management team at Terveystalo Plc, responsible for consumer business and marketing, and held strategy and marketing management positions at Sanoma
Corporation, including driving the digital transformation of Helsingin Sanomat. Veera also acts as Chair of Saidot Oy’s Board of Directors.