Rules of procedure for the board of directors
These rules of procedure were adopted at the Board of Directors meeting on 6 August 2013. The Board of Directors shall update and amend the rules of procedure if necessary.
1. General aspects
These rules of procedure control the activities of the Board of Directors and add to the other regulations that the Board of Directors complies with, the Limited Liability Companies Act and the Articles of Association being the most important ones.
2. Composition and appointment of the Board members
In accordance with the Articles of Association, the General Meeting shall appoint the members for a term that will end at the closing of the next Annual General Meeting. In accordance with the Articles of Association, the number of regular Board members shall be between five and seven. The Board of Directors shall elect a chairman from among the members. In addition, the Board members shall appoint a secretary who does not have to be a member of the Board of Directors.
3. Duties of the Board of Directors
The duties and responsibilities of the company’s Board of Directors are based on the Limited Liability Companies Act. The Board of Directors shall see to the administration of the company and the appropriate organization of its operations. The Board of Directors shall deal with and decide on all matters that are significant in terms of the company’s operations.
The Board of Directors shall monitor the development of the group’s operative performance primarily through the CEO’s reviews and monthly reports.
In accordance with the rules of procedure, the Board of Directors shall in addition to the matters determined by the Limited Liability Companies Act, other legislation and the Articles of Association:
– define the principles of the senior management’s pay
– adopt the CEO and personnel’s incentive systems
– dismiss and appoint a new CEO and decide on the terms of the contract
– adopt the strategy and annual budget and monitor the implementation thereof
– deal with and adopt the financial statements
– approve significant acquisitions and one-off investments (over EUR 200,000) and other particularly important decisions (such as those with a particularly long-term effect or financial impact of over EUR 200,000 or those that deviate from regular business activities)
– adopt the dividend distribution policy and present a proposal at the General Meeting for the distribution of dividends
– monitor the implementation of internal control, internal audits and risk management
– review all contracts and business transactions with the company’s Executive Team, their related parties and companies exercising control
– deal with other matters that the Chairman of the Board and the CEO have agreed should be addressed by the Board of Directors or other matters that are subject to the Board’s power of decision based on the Limited Liability Companies Act, other acts, the Articles of Association or other possible regulations
4. Special duties of the Chairman
The Board of Directors shall have no separate committees or other types of division of work to define the Board member’s obligations. The Chairman of the Board, together with the CEO, shall prepare the Board meeting agendas and the matters to be presented at the meetings. In addition, the special duties of the Chairman of the Board include:
– leading the Board of Directors so that they are able to take care of their duties as efficiently and appropriately as possible
– ensuring that the meetings included in the meeting program are convened appropriately
– convening extraordinary meetings if necessary
– keeping in regular contact with the CEO also between the meetings to monitor the company’s operations
– keeping in contact with other Board members if necessary also between the meetings
– keeping in contact with the owners and other stakeholders if necessary
– being accountable for planning and assessing the Board’s activities and conducting an assessment of the CEO
5. Familiarization and independence of the Board members and assessment of the Board’s performance
The CEO shall familiarize the new Board members with the company and the group’s business without delay after their appointment. As part of the familiarization of the Board members, the company shall, if necessary, provide training in the Limited Liability Companies Act as well as in other regulations that apply to the company’s operations.
The Board of Directors shall assess the independence of its members whenever necessary and ensure that the grounds for disqualification are assessed whenever necessary. The Board of Directors shall assess its performance and the performance of the CEO once a year.
6. Meeting agenda
The notifice of a meeting and the meeting material shall be delivered to the Board members in an electronic format so that it is available to the Board members no later than during the working day preceding the meeting and, if possible, so that the meeting material is delivered to the Board members by 2 pm on the Friday preceding the meeting. The agenda, the minutes of the previous meeting, the latest monthly reports and other documents related to the issues on the agenda should be enclosed with the notice.
7. Board meetings
The Board of Directors shall convene at regular intervals, eight to twelve times during the term in accordance with the meeting schedule adopted by the Board in advance. In addition, the Board of Directors shall have, whenever necessary, extraordinary meetings that can take place in the form of a conference call. At least one of the meetings shall be a strategy meeting and the Board of Directors shall meet the auditor at least in connection with one meeting.
The Board of Directors shall discuss, if necessary, the company and the development thereof without the senior management. The Board meetings shall deal with regular matters such as the adoption and signing of the minutes of the previous meeting, the CEO’s review and monthly reports to the necessary extent.
In addition to the Board members, the CEO, the CFO and the secretary shall be present at the meetings. The matters shall be presented to the Board of Directors by the CEO or another person who the Managing Director has delegated the presentation to with the Board’s consent.
8. Decisions of the Board of Directors
The Board of Directors shall constitute a quorum when more than half of the Board members are present. The Board’s decisions shall be made by a majority vote or, in case of a tie, the Chairman shall have the casting vote. A Board member who disagrees with the Board’s decision shall have the right to have their dissenting opinion added to the minutes. A dissenting opinion shall be presented immediately after the decision has been made. The Board of Directors shall be able to make unanimous, written decisions without a meeting, but these decisions have to be supported and signed by each member.
9. Board meeting minutes
Minutes shall be taken for the meetings of the Board of Directors. The minutes shall be taken by the secretary of the Board of Directors or by another person appointed by the Board if the secretary is absent. The minutes shall be signed by the Chairman of the meeting, at least one member designated by the Board as well as the secretary.