Board of Directors

Among other duties, the Board of Directors:

• Ensures that the supervision of accounting and asset management is organized
  appropriately

• Reviews and approves the company’s financial statements and the Board of Directors report, including the sustainability report, as well as interim reports and half-year reports

• Supervises and controls executive management

• Elects and dismisses the President and CEO and their deputy, decides on their salaries and fees, and agrees on the other terms of their employment

• Convenes the Annual General Meeting and makes proposals on matters to be included on the agenda

• Specifies the dividend policy and makes a proposal to the General Meeting on the dividend to be paid annually

• Approves the company’s strategy, strategic targets and risk management principles

• Approves budgets and action plans and monitors their implementation

• Approves significant acquisitions and other major investments

• Confirms the Group’s functional structure

• Ensures the functioning of management system

• Ratifies the Group’s values and leadership principles

• Monitors and evaluates the Group’s financial reporting system, as well as the effectiveness of internal control, internal auditing and risk management

• Monitors the Group’s audit and monitors and evaluates the auditor’s independence and the provision of non-audit services by the auditor

• Prepares a proposal for the appointment of the auditor and the sustainability
  auditor.

The Board of Directors has three permanent Committees: The Audit Committee,  the Personnel Committee and the Investment and Project Committee.

The Board of Directors elects the members and Chairs of the committees from among its members at its organizational meeting following the Annual General Meeting. The committees have written standing orders ratified by the Board of Directors. The committees report to the Board of Directors on the matters dealt with by them and the required actions on a regular basis at the Board meeting following each committee meeting.

Audit Committee

The Audit Committee consists of Jyri Luomakoski (Chairperson) and members Anders Dahlblom, Sami Laine and Leena Vainiomäki. 

The Audit Committee assists the Board of Directors in the supervision of the Group’s reporting and accounting processes. Its duties include overseeing the financial reporting process of the company and the effectiveness of internal control, internal audit and risk management systems, in addition to monitoring and assessing the audit. The committee participates in the preparation of the Group’s financing policy, financing plan and financing arrangements. In addition, the committee reviews the financial statements and interim and half-year reports, assesses compliance with laws and regulations, and monitors the audit and the Group’s financial situation.

The committee convenes at least four times per year and more often if necessary. The committee comprises 3–5 members, the majority of whom must be independent of the company, and at least one
of the members must be independent of major shareholders. Persons with extensive knowledge of the Group’s business operations and business segments and who possess the qualifications required by the committee’s sphere of duties are elected as members of the committee. The Corporate General Counsel serves as the secretary of the Audit Committee.

Personnel Committee

The Personnel Committee consists of Kerttu Tuomas (Chairperson) and members Jyri Luomakoski and Leena Vainiomäki. 

The duties of the Personnel Committee include assisting the Board of Directors in matters related to the appointment and remuneration of the Group’s key personnel. Among other things, the Personnel Committee steers and follows the preparation of proposals on the development of the Group’s corporate culture and HR Policy,
remuneration and incentive schemes, the rules for performance-based bonuses and the processing of performance-based bonuses paid to the management. The committee also oversees the identification of talents, the development of key personnel and planning for management succession and prepares and submits the Remuneration Policy and the Remuneration Report for governing bodies for the Board of Directors’ approval.

The committee meets at the invitation of the Chair, and consists of 3–5 members with experience in the Group’s business operations, business segments as well as personnel and remuneration matters. The majority of the members of the Personnel Committee must be independent of the company. The President and CEO or other members of the company’s management cannot be members of the Personnel Committee. The Executive Vice President, People and Culture, acts as the secretary to the committee. 

Investment and Project Committee

The Investment and Project Committee consists of Casimir Lindholm (Chairperson) and members Anders Dahlblom and Sami Laine.

The Investment and Project Committee discusses and prepares for the Board of Directors significant contract tenders, property development projects, plot and area project investments and divestments, acquisitions, disposals and equity investments. It also monitors the related portfolios, financial reporting and risk management. In addition, the committee discusses the investment policy to be submitted to the Board of Directors for approval.

The committee convenes at least twice a year, and more frequently by separate invitation from the Chair if deemed necessary in view of the matters discussed by the committee. The committee comprises 3–5 members, the majority of whom must be independent of the company and at least one of the members must be independent of significant
shareholders. Persons with extensive knowledge of the Group’s business operations and business segments and who possess the qualifications required by the committee’s sphere of duties are elected as committee members. The Corporate General Counsel serves as the secretary of the Investment and Project Committee.

Remuneration of the Board and its Committees and remuneration of the Nomination Board

The Annual General Meeting resolved on March 19, 2026 that the following fixed annual remuneration be paid to the members of the Board of Directors for the term of office ending at the conclusion of the next Annual General Meeting:

• Chairperson of the Board: EUR 105,000;
• Vice Chairperson of the Board and Chairpersons of permanent committees: EUR 73,500, unless the same person is Chairperson or Vice Chairperson of the Board; and
• members: EUR 52,500.

In addition, it was resolved that 40% of the fixed annual fee is paid in YIT Corporation’s shares to be purchased on the Board members’ behalf at a price determined in public trading at the Helsinki Stock Exchange (Nasdaq Helsinki Ltd). The shares will be purchased within two weeks of the publication of the Interim Report for the period January 1– March 31, 2026, or on the first possible date under applicable law. The company will pay any costs related to the purchase of shares.

The members of the Board and its permanently and temporarily appointed committees be paid a meeting fee of EUR 800 per meeting, also for meetings of the Board and its committees held via electronic remote connections or by telephone. 

The Chairperson of the Board and the Chairpersons of the permanent and temporarily appointed committees be paid a meeting fee of EUR 1,600 per meeting. Per diems are paid for trips in Finland and abroad in accordance with the group’s travel guidelines and the Tax Administration’s travelling compensation regulations.

The members of the Shareholders’ Nomination Board, including the expert member, be paid a meeting fee of EUR 800 per Board meeting and the Chairperson of the Shareholders’ Nomination Board be paid EUR 1,600 per Board meeting.

Additional information on remuneration