Board of Directors - Orthex Group

Under the company’s articles of association, the Board of Directors is composed of a minimum of four and a maximum of eight ordinary members. Members of the Board of Directors are elected at the general meeting. The term of office of a member of the Board of Directors commences from the close of the general meeting in which (s)he is elected and expires at the close of the following annual general meeting. The Board of Directors elects a chair from among its members.

The Board of Directors typically meets ten times a year. The Board evaluates its operations and working methods annually.

Duties of the Board of Directors

The tasks and responsibilities of the Board of Directors of the company are determined on the basis of the Finnish Limited Liability Companies Act as well as other applicable legislation. The Board of Directors 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 is to duly organize Orthex’s management and operations. In all situations, the Board of Directors must act in accordance with Orthex’s best interest.

The Board of Directors has a charter that specifies its duties. The duties of the Board of Directors include:

approving reports of the Board of Directors, financial statements, and interim reports
seeing to the appropriate organisation of accounts and financial administration
preparing proposals for the general meeting of shareholders and convening general meetings of shareholders
approving and confirming strategic guidelines and long-term strategic targets
approving principles for risk management and internal control
confirming annual budgets and operating plans
appointing the CEO and deciding on the terms and conditions of the CEO contract
deciding on the company structure
making significant business decisions, such as mergers and acquisitions, significant contracts, investments, and financing arrangements and
deciding on other matters falling under the statutory responsibilities of the Board of Directors.

Orthex’s Board of Directors has no committees, but the Board may consider setting up potential committees in the future. As there are no committees, the entire Board of Directors is responsible for discharging the statutory duties of the audit committee.

Members of the Board of Directors

Sanna Suvanto-Harsaae

Chair of the Board of Directors since 2021, member since 2020

Born 1966

Finnish and Danish citizen
Bachelor’s degree in Economics
Independent of the company and its significant shareholders
Shareholding: 8,515

Current positions of trust

Finnair Plc, Chair of the Board of Directors since 2023
N’Age A/S, Chair of the Board of Directors since 2023
Posti Group Corporation, Chair of the Board of Directors since 2020
BoConcept A/S, Chair of the Board of Directors since 2016
TCM Group A/S, Chair of the Board of Directors since 2016
Nordic Pet Care Group A/S, Chair of the Board of Directors since 2012
Elopak ASA, Member of the Board of Directors since 2021
CEPOS (Center for Political Studies), Member of the Board of Directors since 2017
Broman Group Oy, Member of the Board of Directors since 2016
Owner of RaKaAs ApS

Previous positions of trust

Babysam A/S, Chair of the Board of Directors between 2008 and 2023
Harvia Plc, Vice-Chair of the Board of Directors between 2020 and 2023
Anora Group Plc, Vice-Chair of the Board of Directors between 2021 and 2023
Altia Plc (now Anora Group Plc), Chair of the Board of Directors between 2013 and 2021
Swedish Match AB (publ), Member of the Board of Directors 2022
SAS AB, Member of the Board of Directors between 2013 and 2021
Footway Group AB (publ), Chair of the Board of Directors between 2015 and 2020
Isadora AB, Chair of the Board of Directors between 2018 and 2020
Paulig Ltd, Chair of the Board of Directors between 2008 and 2020
Workz A/S, Chair of the Board of Directors between 2016 and 2019
Sunset Boulevard A/S, Chair of the Board of Directors between 2007 and 2018
Upplands Motor AB, Member of the Board of Directors between 2010 and 2018
Clas Ohlson AB, Member of the Board of Directors between 2010 and 2017

Markus Hellström

Member of the Board of Directors since 2022

Born 1974

Finnish citizen
Master’s degree in Engineering
Independent of the company and significant shareholders
Shareholding: 3,640 (incl. holdings of closely associated persons)

Work history

Oy Snellman Ab, Managing Director since 2023
Fazer Confectionery Ltd., Managing Director and Executive Vice President of Fazer Group between 2020 and 2023
Fazer Bakeries Finland, Country Manager and Fazer Bakeries Ltd., Managing Director between 2014 and 2020
Fazer Bakeries Ltd., Vice President, Head of Operations, Bakery Business Unit between 2013 and 2014
Fazer Bakeries Ltd., Business Development Director / Business Controller between 2007 and 2012
Fazer Group, Sourcing Manager for Logistics Services between 2004 and 2007
Logico Solutions, Partner between 2003 and 2004
Candyking, Sweden, Logistics Manager between 2000 and 2003

Current positions of trust

Previous positions of trust

GS1 Finland Oy, member of the Board of Directors between 2019 and 2023
FINFOOD – Finnish Food Information Association, member of the Board of Directors between 2017 and 2019

Jyrki Mäki-Kala

Member of the Board of Directors since 2022

Born 1961

Finnish citizen
Master’s degree in Economics
Independent of the company and significant shareholders
Shareholding: 2,010

Work history

Neste Corporation, Chief Financial Officer and member of Executive Committee between 2013 and 2022
Kemira Oyj, Chief Financial Officer between 2008 and 2013
Kemira Pulp & Paper, Vice President and President positions between 2005 and 2008
Nokia Chemicals/Finnish Chemicals Oy, Director and Vice President positions between 1988 and 2005

Current positions of trust

Anora Group Plc, Vice-Chair of the Board of Directors since 2023 and member of the Board and Chair of the Audit Committee since 2020
Outokumpu Oyj, member of the Board of Directors and Chair of the Audit Committee since 2023
Previous positions of trust

Ilmarinen Mutual Pension Insurance Company, member of the Supervisory Board 2017–2022
Finnish Industry Ltd, member of the Board of Directors 2019–2020

Jens-Peter Poulsen

Member of the Board of Directors since 2021

Born 1967

Danish citizen
Master’s degree in Economics
Independent of the company and its significant shareholders
Shareholding: 15,713

Work History:

Kvik A/S, Chief Executive Officer since 2013
LEGO Group, Market Group Asia & Emerging Markets, Senior Vice President between 2011 and 2012
LEGO System A/S, Market Group 1, Senior Vice President between 2006 and 2011
LEGO System A/S, Nordic/Benelux, Vice President and General Manager between 2004 and 2005
LEGO System A/S, Operations Center, Vice President between 2003 and 2004
LEGO System A/S, Global Innovation & Marketing, Senior Director between 2002 and 2003
LEGO System A/S, LEGO Lifestyle, Senior Director between 2000 and 2002
Jensen’s Catering A/S, Sales & Marketing Manager between 1999 and 2000
Several different tasks at Arla Foods between 1993 and 1999

Current positions of trust:

European House of Beds A/S, member of the board of directors since 2021
Holmris B8, member of the board of directors since 2017

Previous positions of trust:

Innovation Network Lifestyle- & Design Cluster, member of the board of directors between 2017 and 2021
AudioNord International A/S, Hi-Fi Klubben, Chair of the board of directors between 2017 and 2020
Jørgen Kruuse A/S, member of the board of directors between 2012 and 2015
Kompan A/S, member of the board of directors between 2012 and 2014

Anette Rosengren

Member of the Board of Directors since 2023

Born 1966

Swedish citizen
Bachelor’s degree in Business Administration
Independent of the company and significant shareholders
Shareholding: 2,000

Work history

Philip Morris Nordics, Managing Director since 2019
Fazer Bakery (Sweden), Managing Director between 2015 and 2018
Lantmännen Doggy, CEO between 2012 and 2015
Lantmännen Group, SVP, Head of CF Communication, Sustainability and R&D between 2008 and 2012
Kraft Foods, Director, Strategic Development and Marketing, Nordic between 2005 and 2008
Kraft Foods (Austria), VP Category Development, EEMA region between 2004 and 2005
Kraft Foods (USA), Director, Marketing Service, International between 2002 and 2004
Kraft Foods (Nordic), marketing and commercial roles between 1995 and 2002
Unilever, marketing and commercial roles between 1989 and 1995

Current positions of trust

Greenfood AB (publ), member of the Board of Directors since 2016

Previous positions of trust

Swedish Food Federation (Livsmedelsföretagen), member of the Board of Directors between 2013 and 2018, Vice Chair between 2016 and 2018, Chair of the Nomination Committee between 2018 and 2022
Altia Plc (now Anora Group Plc), member of the Board of Directors between 2019 and 2021
DLF (Swedish FMCG trade association), member of the Board of Directors between 2015 and 2018