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Board of Directors

Updated February 16, 2017

In accordance with the Articles of Association, the Board of Directors shall consist of a minimum of five and a maximum of ten members. The terms of office of all members will run from their election to the end of the following Annual General Meeting. The Board is responsible for electing a Chairman from among its members.

Main duties of the Board

The Board of Directors is responsible for the Company’s governance and proper organization of the operations in accordance with the applicable law and regulation, its Articles of Association and decisions taken by the General Meetings. The Board has confirmed a written Charter for the Board’s duties, meeting practice and decision making procedure. The Board’s main duties include:

Managing and appropriately arranging the Company’s operations and confirming the Company’s business strategy, rolling plan and budget

  • Overseeing the solidity, profitability, and liquidity of the Company, as well as the Company’s management
  • Approving the risk management principles followed by the Company
  • Reviewing and adopting the consolidated financial statements, interim reports and related stock exchange releases and the report by the Board of Directors
  • Approving the treasury policy
  • Deciding on extraordinary or far-reaching measures, taking the scope and nature of the Company’s operations into account, unless these matters come within the responsibilities of the General Meeting of Shareholders
  • Preparing the proposal to the General Meeting on the selection of the Company’s Auditors based on the proposal by the Audit Committee
  • Appointing and dismissing the President and CEO and confirming the terms of his service contract, compensation and other financial benefits
  • Appointing the members of the Executive Board, other senior managers, and the internal audit manager, and approving their terms of employment, compensation and other financial benefits
  • Deciding on the principles for the Group’s remuneration systems
  • Deciding on group structure and main organization
  • Other statutory duties by virtue of the Finnish Limited Liability Companies’ Act and Finnish Corporate Governance Code

The Board conducts an annual self-evaluation of its work and cooperation with management, facilitated by an external expert.