Composition and term
In accordance with the Articles of Association, the Board of Directors comprises a minimum of three members and a maximum of seven. The members of the Board of Directors are elected by the Annual General Meeting. The term of the members of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following his/her election. A person who has attained the age of 70 cannot be elected to the Board of Directors. The Board elects a Chairman and a Vice Chairman from among its members.
The Board of Directors comprises the following persons: Mr Matti Kavetvuo, Chairman, Mr Juhani Lassila, Vice Chairman, Mr Heikki Bergholm, Mr Eero Hautaniemi, Mrs Hille Korhonen and Mr Miikka Maijala.
The biographical details of the director candidates will be available on the company website before the General Meeting.
The President and CEO is present at Board meetings presenting issues to the Board, and the CFO serves as secretary to the Board.
Duties
The Board of Directors is responsible for the management of the company and for the proper arrangement of the company's operations as well as for the proper arrangement and supervision of the company’s accounting and financial management. The Board of Directors decides upon matters, which, considering the scope and size of the operations of the company, are of major importance.
The duties of the Board are defined in a written charter adopted by the Board in 2010, which the Board complies in addition to the Articles of Association and the Finnish laws and regulations.
The duties of the Board include:
• confirming the company’s goals
• deciding on the corporate strategy and confirming divisional strategies
• establishing a dividend policy and being responsible for the development of the shareholder value
• deciding on group structure and organisation
• ensuring the operation of the management system
• handling and adopting interim report, consolidated financial statements and annual report
• confirming the company’s operating plan, budget and investment plan
• deciding on strategically or financially significant investments, corporate acquisitions, disposals or other arrangements as well as financing arrangements and contingent liabilities
• confirming financing, risk management, disclosure and insurance policies as well as internal control policy
• nominating and dismissing the President and CEO and monitoring and evaluating his work
• deciding on nomination, remuneration and other financial benefits of the President and CEO’s immediate subordinates (Group Executives).
Meeting practice
The Board of Directors will convene as often as its tasks require, and confirm its annual, regular meetings. Meetings held annually prior to the publication of the financial statements and each interim report, strategy meeting, budget meeting and other meetings confirmed in the annual programme of the Board, are considered regular meetings. In addition to regular meetings, the Board can hold extraordinary meetings, which can be arranged as telephone conferences.
Minutes are prepared of Board meetings, subject to the signature of members of the Board of Directors participating in the meeting as well as the President and CEO of the company and secretary to the meeting. These minutes are kept at the company’s headquarters.
At the meetings, matters are presented by the President and CEO, who is responsible for ensuring that the Board is provided with sufficient information to assess the operation and financial situation of the company. He also supervises and reports to the Board on the implementation of the Board’s decisions. Chief Financial Officer acts as secretary to the Board meetings.
The Board of Directors met 18 times during 2009. The average attendance per cent of the members at the meetings was 96.3.
Performance evaluation
The evaluation of the performance and working methods of the Board is conducted annually as an internal self-evaluation.
Evaluation of independence
The Board has evaluated the independence of its members in accordance with item 15 of the Corporate Governance Code. The evaluation showed that all the members of the Board are independent of the company and of a significant shareholder.
Committees
The Board has an audit committee and a remuneration committee.