Board of Directors
The Board of Directors is responsible for the company’s administration and organising its operations properly. The Board is also responsible for ensuring that the company’s accounting and financial control is appropriately organised and decides on significant matters regarding strategy, investments, organisation and finance of the company in order to increase the company’s value to its shareholders.
According to the company’s Articles of Association, the Board comprises the Chairman and Vice Chairman, as well as a minimum of one and a maximum of five other members. The Chairman, Vice Chairman and members are appointed by the Annual General Meeting for a period ending at the following Annual General Meeting.
In the working order of the Board of Directors, the Board defines the duties of individual Board members and the Chairman of the Board, as well as the operating principles of the Board. The working order includes guidance on preparation, arrangement, consideration of matters and minutes of meetings. The Chairman of the Board directs the work and is responsible for the operation and evaluation of the Board. Recurring matters and matters discussed at least on a yearly basis, as well as the duties of the Board as a whole, are defined in the working order.
The main duties of the Board defined in the working order include, among others:
- confirming the Group’s strategy and objectives
- deciding on the Group’s corporate governance and related guidelines
- considering and preparing the interim reports and the financial statements
- approving and monitoring the budget and the business plan
- preparing matters to be considered in the Annual General Meeting and Extraordinary General Meeting
monitoring significant risks and risk management
- electing the CEO, the Deputy to the CEO and the members of the Executive Management Team and approving their remuneration, fees and terms of employment
- approving the incentive and remuneration programmes of management and personnel
- deciding on material issued regarding the organization of business operations
- deciding on business acquisitions
- deciding on significant changes in the Group structure
- deciding on the approval instructions regarding acquisitions and investments
- deciding on investments and expenditure that exceeds the CEO’s authority
- other far-reaching and principally significant matters as well as matters that belong to the Board based on the Finnish Companies Act