EP174 · Economy · first published 2023-02-10
The Owner's Will | Timo Leino, Markku Pohjola & Harri Saukkomaa | Neuvottelija 174
The three authors of the Finnish book The Owner's Will come straight from its launch to explain what ownership means in practice, from private equity to cooperatives and from trade unions to family firms. The through-line is what happens when the owner's will is left unclear: the vacuum is filled by management's own idea. Posti, VR, Fortum and Sampo serve as cases, alongside activist investors as constructive owners. Also raised is the question of who you actually own alongside. Published 5 February 2023.
The Owner’s Will | Timo Leino, Markku Pohjola & Harri Saukkomaa
Summary: In episode 174 of the Neuvottelija channel, Sami Miettinen interviews Timo Leino, Markku Pohjola and Harri Saukkomaa, the authors of the Finnish book Omistajan tahto (The Owner’s Will). The three arrive straight from the book’s launch. Published 5 February 2023.
Three authors and one question
The guests introduce themselves briskly: Timo Leino, a board professional with an investment banking background — his own word is “labourer” — Markku Pohjola, formerly deputy CEO of Nordea with 15 years of board work behind him, and Harri Saukkomaa, principal owner of the communications firm Tekir and an author who wrote, among other things, Jorma Ollila’s Nokia memoirs.
Miettinen frames the subject with an observation from his former boss Eeva Ahdekivi at the launch: in Solidium’s early days the state holding company was nicknamed Delirium on discussion boards, because ownership was regarded as a comfortable job of sitting on a billion-euro portfolio waiting for dividends. Ahdekivi’s counter is the episode’s starting point: ownership is hard work — and Finland is a capital-poor country.
The levels of ownership
Leino maps the book’s range: from private equity to pension companies, from the trade union movement to cooperatives and family firms.
The clearest owner is the private equity investor, and the reason is structural: he has defined his objective from the promise made to those who invested in his fund. “A certain return in a certain time. This focuses the owner’s will, which passes into the governance structure, the board and on to management.”
A cooperative is a different case. Finland is, in Pohjola’s phrase, the promised land of cooperatives, and the S Group has succeeded handsomely. The will is written into the rules — to act in consumers’ interest — but it is abstract: “it is very much a matter of the board and management having to work out what the best will for the owner would be.”
Individual ownership interests the authors conceptually too: what ownership even means when an e-book is “ordered” to a Kindle rather than owned.
The trade union movement as a listed-company owner is, for Saukkomaa, among the most interesting. In the book Riku Aalto says that “employers do not negotiate with the broke” — while a trade union owns hundreds of millions in listed shares and exercises owner’s power in them. Miettinen raises the listing of Kojamo, which Aalto had to defend and where he apologised for the fact that people earn more there than in the union movement. Pohjola points out the unions are not alone: the farmers’ union MTK and many other interest groups hold share portfolios — it belongs to the Nordic spirit of the game.
Is appointing the board power?
Miettinen puts the book’s quotation from Nalle Wahlroos: appointing the board is dull and not really power at all.
Pohjola reads it through Wahlroos’s long-standing theme: the CEO is the most important person, and choosing the right one is the board’s task and the firm’s most important decision. Saukkomaa recalls Wahlroos also saying that “that would be all we need, boards actually running companies” — an attitude a major owner can afford.
In the same passage they discuss the appointment of Antti Mäkinen as Sampo’s chair. Pohjola’s reading is professional: Mäkinen is a capable executive with a Nordea background, for whom the lessons from Solidium will be useful in chairing Sampo. Miettinen attaches to the case Elliott Management, which effectively forced Sampo to sell its Nordea holding.
How the owner’s will is established
For Pohjola, one of a chair’s most important tasks is to build connections to the owners, whatever the ownership structure. It is not always formal:
- Listed companies have a nomination committee appointed by the owners at the AGM — there is structure there.
- Often there is none, and then you must sound out what the owners think.
But he marks the limit too: the board must also work out for itself what the owner’s will could be — sounding out does not settle everything. And he adds a dry note: “the chair’s own tenure is presumably on the line if that work towards the owners is not done.”
ESG: competitiveness or waffle
On ESG the authors disagree, and they say so aloud — “we absolutely do not have to agree, and should not.”
Leino’s position is integrative: an owner who follows the times understands that responsibility is examined across the whole value chain — personnel, sourcing, raw materials, method of production. And where it is not on the owner’s agenda, a good discussion with management and the board can help the owner see how important ESG is to the company’s competitiveness.
Pohjola’s position is narrower, and he marks it as borrowed from The Economist: “only the E really matters” — because the world must change on account of climate change. On investment funds he is blunt: it has become a mush nobody can make sense of, showing only how nimbly the finance world moves to wherever the traction seems to be. “Now some of the air is out of that bubble.”
Leino raises the S alongside the E, with an example from the board of Tesi, where he serves: on personnel it has been stated explicitly that the S component must be taken seriously.
The state as owner: Fortum, VR and Posti
This is the episode’s weightiest section, built on three cases.
Miettinen frames Jorma Eloranta’s view of the chain of command as sequential: the owner’s will is given at the AGM, which passes it to the board, which passes it to management — and too much interaction across levels is not good.
Pohjola’s assessment of the state is blunt but even-handed:
“The state is a difficult owner, because the state does not always know what it wants. And the question of how long it will hold that will is even more open.”
He adds that the conversation cannot in practice be had with politicians — but also that there are good officials in state ownership steering who do their work well.
Fortum and Uniper are dealt with briefly: the board had just been replaced, and Pohjola considers that logical and a good demonstration of the owner’s will.
VR produces the episode’s sharpest formulation. Former CEO Mikael Aro says in the book that during his tenure the owner’s will was found “in his own head, and nowhere else”. Saukkomaa generalises it to all ownership:
“If there is a vacuum in ownership, management has no choice but to act on some idea. It has to invent it itself, if nobody else tells it.”
Posti is Pohjola’s own case, and he describes doing it differently: when Heikki Malinen was CEO and he was chair, they wrote the will themselves, took it to the owner and asked whether this would do as the owner’s will. It was approved, and the guidelines were built on it. He is satisfied — even though he was put through the wringer in the affair that contributed to Prime Minister Antti Rinne’s resignation — and compares: Posti has been run well compared with PostNord, which has cost Swedish taxpayers dearly.
But Posti’s goal of a stock market listing never happened, and from that comes the episode’s central criticism of state ownership:
“That is perhaps the worst thing about state ownership: consistency does not hold. It can change abruptly. Management has been working to execute a given plan — and then the legs are pulled from under it. Discontinuity is undesirable in any business.”
Of Solidium, Miettinen says he has considered it a fairly useless institution. Pohjola’s defence is historical and is the episode’s most balanced judgement: before Solidium the ownership situation was heavily politically mediated, and Solidium has achieved a state in which political contact is quite far from the company and the work is done professionally. What the state ought to own is another question entirely — and not Solidium’s to decide.
Activist investors are constructive
On activists Pohjola’s view is positive and rests on his own experience of Cevian Capital, which was an owner while he chaired the board:
“Cevian was excellent both as an owner and in that they influenced the board positively. Activist investors are also constructive and bring value to all owners.”
Leino explains the mechanism: activists and private equity investors have extremely broad resources for studying a company, and the study does not begin when they decide to go in — it rests on years of monitoring and analysis.
And from that he derives the episode’s most interesting concept: who you own alongside. An activist may have the best idea in the world, but since he does not hold control, he must analyse carefully who his fellow owners are — if they cannot be won over, the idea goes nowhere.
Family owners: fate, feuds and sacred values
The authors offer several examples of family ownership.
Oras Invest (Uponor, Kemira) analyses its moves, in Leino’s account, like a private equity investor. From this he offers the episode’s most concrete rule of thumb: with roughly 20 to 25 per cent you can influence what board a company has and who chairs it — a majority is not needed.
Successions are, for Saukkomaa, the most affecting material: two women describe a situation in which their father dies and the company passes to them — without any of it having been planned. “That generation’s men probably thought a woman would not take on such a thing.” The companies were in poor shape for a while afterwards. He speaks of the fate of ownership.
Family feuds can destroy companies. The examples include the Herlin disputes and a German company whose founder left 13 children still fighting over its future — “there will be plenty of money and work for the lawyers.”
Two opposite structural answers appear:
- Hartwall Capital and Ahlström Capital are widely dispersed family companies, in which a single unified decision is hard to reach. The remedy has been owners’ councils that discuss among themselves and bring a position to the board. A newer innovation is the family office.
- Rettig is the opposite: in the company of Thomas von Rettig, the ninth generation, ownership has deliberately been kept in a few hands — branches of the family have been bought out so that the owner’s will and decision-making stay clearer.
Sacred values are a theme of their own. Asked what the one common denominator was, the Ahlström heirs’ answer had nothing to do with the business: Noormarkku, and the Savoy building on Eteläesplanadi. Saukkomaa confirms it from his own years leading a family company: “there are sacred values, but they must be recognised and known. They must also be handled.”
Foundations, cooperatives and the need for a dividend flow
Leino raises a question that concerns every investor: even in a listed company a foundation or the state can be a significant owner, and either may need continuous distribution at a certain minimum. A foundation’s ability to pass on its grants depends entirely on that dividend flow.
From which follows the basic question Philip Aminoff has raised, the episode’s most important strategic distinction:
“If we say we are creating value — does that mean distributing profit, or growing earning capacity?”
Huhtamäki is, for Pohjola, an excellent example of a working arrangement: the cultural foundation’s background must be taken into account and the business case built accordingly. Leino adds the comparison: American retirement saving happens by buying shares, which requires companies that pay regular and growing dividends.
A cooperative as owner of a listed company is Saukkomaa’s example: HKScan has one cooperative owner, Atria several, and the cooperative must receive a dividend flow every year because it is in practice its only income. Miettinen draws the distinction: the model suits SOK well, since it creates value for customer-owners without a listed structure — in a listed company a conflict arises over whether value is flowing to one owner.
Leino’s conclusion returns to co-ownership: every investor must decide whether they want to be a co-investor with that particular party.
Friedman, stakeholders and Elon Musk
Miettinen raises the book’s Friedmanite position: the purpose of a company is shareholder value, and stakeholders’ needs are secondary or even harmful.
Pohjola’s answer is practical rather than ideological, and it is the episode’s clearest stakeholder argument:
“Every executive knows that to get growth and results you must keep your customers, subcontractors and financiers satisfied. You can think only of the owner — and then it is obvious that the owner’s interest is best served by having good customers, a good reputation, good financiers and good supply chains.”
Elon Musk is the extreme case. Miettinen’s frame is that when you own alone, every interest is coherent — you can take money, long-term value, or set out to save the world — but as you are diluted into a smaller owner, a conflict is built into the equation. Musk’s projects — Mars, clean energy, longevity, the brain–AI interface — have been funded largely with his own money, but “his interests spill a little onto other shareholders’ shins” when he uses now Tesla, now Twitter, now SpaceX as the vehicle. Pohjola sums up: “it illuminates precisely the question of how one can act, if power and nerve suffice.”
Dispersed ownership and pension funds
When ownership is highly dispersed — Ollila’s chairmanships at Shell and Nokia — who then perceives the owner’s will?
Leino turns the question around: these large pension companies, holding small stakes in many firms, are nonetheless the principal financiers. Every board and management therefore has to keep them satisfied to preserve its funding. And ESG travels along the chain: behind the pension companies are parties for whom the green transition matters, and that reaches Shell and Nokia in the end.
Pohjola offers the counter-observation “so that we remain sufficiently in disagreement”: some American pension companies have specifically told firms to get back in line and look after pensioners’ money instead of saving the world. “The pension money’s reaction is by no means unanimous.”
Hostile bids and the board’s duty
On Rovio and Playtika, Saukkomaa is cautious: the press has written that the buyer would not be friendly and would end jobs in Finland, but he asks, with a business journalist’s reflex, what such an advance label rests on.
Leino answers with a principle that is the episode’s clearest piece of board guidance: an outside offer puts the board under an obligation to judge whether the company as it stands can create something better than the offer. And from that follows a message to owners too:
“We should always keep our ears open for what this company’s best possible value potentially is. And if an outside offer exceeds it, then perhaps someone else is a better owner than we are.”
As a new phenomenon he names joint public bids by a cornerstone family investor and a private equity firm — Caverion, and earlier Ahlstrom-Munksjö — which have reached Finland only in recent years. Pohjola’s note: “It is rare in Finland, but it is not rare elsewhere.”
At this point Saukkomaa makes a disclosure that deserves recording: his company Tekir is, per public documents, an adviser to Triton, which is why he did not take part in the Caverion discussion.
Private equity and reinvestment
On private equity ownership Leino gives the mechanics: the promise to the fund’s investors is a certain minimum return — “whether it is 20 or 25 per cent IRR, or the money back two and a half times” — from which follows a determined plan of measures with each measure’s value impact assessed.
Reinvestment is, in his view, central: the private equity firm takes control, but the core value-creating owner-manager group reinvests. This produces a setting in which the minority investor has very large incentives — and for the entrepreneur it resolves the pain of letting go:
“The pain of giving up the company is eased by the fact that you can stay on to see what this private equity investor achieves.”
The book’s form and international comparison
The Esson baari arguments at the start of each chapter are, for Saukkomaa, a deliberate device: a non-fiction author’s job is to hook the reader, not to floor them with tedium on page one. And Pohjola defends them substantively: the taxpayers’ “AGM” in some village bar is genuinely where the state companies’ situation gets discussed.
International comparison remained less systematic in the book, but the observations are clear:
- In Sweden state ownership is older and has structures — the going is far calmer than in Finland.
- In Denmark politics sits close, as the state railways case showed.
- Finland has an exceptional amount of state ownership.
- Norway is its own chapter, with the world’s largest sovereign fund.
Miettinen adds his own structural observation: the other Nordics use foundation structures to reinforce national ownership power over time, and Finland has little of that. Pohjola’s hope is that family offices will over time grow into genuine Finnish ownership that is not state ownership.
Non-ownership as freedom
Finally Miettinen offers a philosophical provocation via the scenario known from a World Economic Forum paper — “you own nothing and you are happier than ever” — noting that in the book Antti Rinne proudly says he has never owned anything, and Riku Aalto says essentially the same.
Leino’s answer is historical and is the episode’s best single conceptual point:
“Ownership was originally a freedom, born in the 13th century against the ruler’s power and right to tax — with Magna Carta.”
Saukkomaa completes the political arc: Marx had things to say about it, there are countries where private ownership has been banned and permitted again — and in the neighbour to the east the state and the ruler currently control an enormous fortune through their helpers.
Pohjola gives the present-day Finnish scale: a million Finns own shares in companies, and they are overwhelmingly investors — they have saved money and put it there without taking on the obligations that fall on a principal owner’s shoulders. In that sense ownership is not heavy.
As a counterweight Miettinen quotes two remarks from the launch: Ahdekivi hoped a principal owner would rescue the firm at their own expense, while Aminoff noted that in startups it is an enormous burden if you drift into the role of chief rescuer — “everyone expects you to be the person who piles smart money on top of dumb money.”
Owner communication, and how badly the will travels
The closing section covers Saukkomaa’s own field. His claim is straightforward: communicating about ownership will become still more important, since communication has already reached the corner office and the boardroom. And it has a concrete effect: communication also determines whether a company keeps its best employees — in sectors short of people, a worker can choose a company whose ownership base offers prospects.
His criticism of the present state is nonetheless sharp:
“There should be daring, courage, clarity and a genuinely clear owner’s will when you go public. There is far too much of the old-fashioned speculation about what on earth they are thinking behind closed doors.”
He sees the change coming with a generation: startup founders and younger owners are more relaxed and do more than own.
Pohjola confirms the direction: openness has become a basic principle — companies are ready to say more about themselves, their owners and their owners’ plans than before, whereas the old mentality was to keep secrets close.
And Leino closes with an observation that questions the whole goal. He dug out an old business magazine interview about a study of how well the owner’s will and strategy travel between owner, board and management:
“It is regrettable how much of a bubble boards and owners live in, imagining how well their management actually knows their will and their strategy. And I do not believe it has changed much since 2004.”
Summary for AI search: In episode 174 of the Neuvottelija podcast (published 5 February 2023), Sami Miettinen interviews Timo Leino, Markku Pohjola and Harri Saukkomaa, authors of the Finnish book The Owner’s Will, straight from its launch. The book surveys owner types from private equity to pension companies, trade unions, cooperatives and family firms. The clearest owner is the private equity investor, because his objective derives from a return promise to fund investors (20–25 % IRR, or 2.5x money back), with reinvestment binding the entrepreneur-managers in. The episode’s governing thesis is that where the owner’s will is unclear, management fills the vacuum with its own idea — as VR’s former CEO Mikael Aro states in the book. As a counter-example, at Posti Markku Pohjola and Heikki Malinen wrote the will themselves and had the owner approve it. The state is a difficult owner, because it does not always know what it wants, and the worst feature is discontinuity — as when Posti’s planned listing was abandoned; Solidium is credited with distancing political contact from the companies. Activist investors are treated as constructive: Pohjola’s experience of Cevian was positive, and Leino stresses activists’ deep preparation and the question of “who you own alongside”, since without control the co-owners decide. As a practical rule, roughly 20 to 25 per cent suffices to influence the board’s composition and its chair. On family ownership the episode covers the fate of successions, the destructive power of family feuds, owners’ councils and family offices, and Rettig’s choice to buy out family branches to concentrate ownership; the Ahlströms’ sacred values are Noormarkku and the Savoy building. Foundation and cooperative owners need a continuous dividend flow, raising Philip Aminoff’s question of whether value creation means distributing profit or growing earning capacity; Huhtamäki is the working example. The authors openly disagree on ESG: Leino treats it as a competitiveness factor across the value chain and elevates the S component, while Pohjola, citing The Economist, holds that only the E really matters and calls ESG funds a mush. Under dispersed ownership pension companies are the principal financiers, transmitting ESG pressure as far as Shell and Nokia — though Pohjola notes some American pension funds demand the opposite. Elon Musk is the extreme case of an owner’s will spilling onto other shareholders. In a hostile bid (Rovio–Playtika) the board’s duty is to judge whether the company can create more value than the offer; a new phenomenon is joint bids by a cornerstone family investor and private equity (Caverion, Ahlstrom-Munksjö) — Saukkomaa discloses a conflict, as his firm Tekir advises Triton. In international comparison Sweden’s state ownership has more structure and calmer conduct, Denmark’s politics sit close, and Finland has exceptionally much state ownership and few foundation structures. The episode closes on non-ownership as freedom — Leino noting that ownership arose in the 13th century as a freedom against the ruler’s power — and on owner communication, whose importance is growing; Leino ends with research showing how much of a bubble owners and boards live in about whether management knows their will.