According to the Articles of Association, the Board of Directors is tasked with duties within its competence under the Companies Act. It has drawn up a written Charter defining its key duties and procedures. The following is a description of the essential contents of the Charter.
The Board of Directors is in charge of corporate governance and the due organization of the Company’s operations. It decides on convening and prepares the agenda for the shareholders’ meeting and ensures the practical implementation of decisions taken thereby. In addition, the Board decides on authorizations for representing the Company. The Board’s key duties include matters which, in view of the scope and type of the Company’s operations, are uncommon or involve wide-ranging effects. These include establishing the Company’s long term goals and the main strategies for achieving them, approving the annual business plans and budget, defining and approving corporate policies in key management control areas, approving the Company’s organizational structure and appointing the Managing Director, his Deputy and members of the Management Board. The Board approves the Company’s capital investment policy and major investments, acquisitions and divestments. It also approves the group treasury policy and major long term loans and guarantees issued by the Company.
The Board’s duties include ensuring that the Company has adequate planning, information and control systems and resources for monitoring result and managing risks in operations. The Board monitors and evaluates the performance of Managing Director, his Deputy and members of the Management Board and decides upon their remuneration and benefits. The Board’s duty is to ensure continuation of the business operations by succession planning for key persons. The Board defines and approves the main principles for the incentive bonus systems within the Company.
The Board also manages other tasks within its competence under the Companies Act. It is responsible for the due organization of the supervision of the Company’s accounting and asset-liability management. The Board sees to it that the Company’s financial statements give a true and fair view of the Company’s affairs and that the consolidated financial statements are prepared under the International Financial Reporting Standards (IFRS) and the parent company’s financial statements under the acts and regulations in force in Finland (FAS). The Board’s meetings discuss the Company’s profit performance at monthly level. The Board discusses the Company’s audit with the auditor. The Board also evaluates its performance and working methods on an annual basis.
