The Board of Directors is responsible for the administration and the proper organisation of the operations of the Company. The duties and accountability of the Board are determined primarily under the Articles of Association and the Finnish Limited Liability Companies Act. The Board’s meetings procedure and duties are described in the charter adopted by the Board for each year.
Board members are elected annually by the AGM based on a proposal put forward by the Board’s Nomination Committee. The Articles of Association contain no mention of any special order of Board member appointments. The Company has a Board of Directors comprising between five and eight members. In addition, a maximum of three deputy members may be elected to the Board of Directors. The Board of Directors elects a chairman and deputy chairman from among its members.
The Board’s term of office begins at the closing of the electing AGM and ends at the closing of the next AGM following the election.
The Board conducts an annual evaluation of the independence of its members in accordance with recommendation 10 of the Corporate Governance Code. A member of the Board is required to submit to the Company the information necessary to conduct the evaluation of independence. A Board member is also required to notify the Company of any changes in information relating to independence.
The Board conducts an annual evaluation of its performance and working methods to develop its ways of working. The evaluation includes assessments of the Board’s composition and processes, the quality of its work, the cooperation between the Board and operative management as well as the knowledge and participation of the members of the Board.
Besides the members and deputy members, the Group’s CEO, the COO, the CFO and the Administrative and Legal Director as secretary to the Board regularly attend the Board meetings.