Board of Directors

Composition of the Board

The Board consists of a minimum of four (4) and a maximum of ten (10) Directors. In its Charter, the Board has established a general guideline that the Board comprise at least five (5) Directors of whom the majority shall be independent. The Annual General Meeting decides on the number of Directors and elects the Directors for a term of one (1) year lasting until the close of the following Annual General Meeting. The Board appoints from among its members a Chairman and a Vice Chairman.

Operations of the Board

The duties of the Board are those specified in the Companies Act, according to which the Board is responsible for overseeing that the management and operations, and the supervision of accounting and financial matters of the Company are appropriately organised. The Articles of the Company do not define other duties for the Board. The Board has authority to act in all matters not reserved by law or the Articles to another governing body.

The Board meets as often as necessary to properly fulfil its duties. The Board agrees well in advance on its annual meeting schedule and additional meetings are arranged when necessary. The Board evaluates its performance and working methods annually.

The Board has adopted for itself a Charter. According to the Charter, apart from the statutory duties the main tasks of Board are:

  • Approval of the strategic goals and direction
  • Approval of strategically important or major acquisitions
  • Business control including, among others, approvals of control policies, and business matters in accordance with the Company's Authorities and Approval Matrix
  • Approval of the business organisation structure
  • Appointment of the President and CEO
  • Approval of the appointments of the Group Executive Committee and other top management
  • Financial control including, among others, approval of interim reports and annual accounts and group level budgets
  • Approval of principles of risk management and internal control;
  • Appointment of the Chief Audit Executive and the Internal Audit Charter
  • Appointments to the Board Committees and review of the reports of Board Committee

Additional information:
Members of the Board of Directors
Board Committees