The working order describes the working practices of the Board of Directors. A summary of key contents is presented below.
Board Meetings
- Regularly, at least five times a year, according to a schedule decided in advance
- Special Board Meetings shall, if requested by a Board member or the CEO, be held within 14 days of the date of request
- Agenda and material shall be delivered to Board members one week before the meeting
Information
- The Board shall receive information monthly concerning financial performance, the market situation and significant events within the Company's and the Group's operations
- Board members shall be informed about all significant events immediately
Matters to be handled at Board Meetings
- Matters specified by the Finnish Companies Act
- Approval of Business Strategy
- Matters concerning organisation and personnel
- Decisions concerning the basic top management organisation
- Decisions concerning the composition of the Executive Management Group
- Remuneration of the CEO
- Appointment and dismissal of the CEO, Deputy CEO, heads of product areas and other senior officers in the EMG
- Appointment of Board Committees (including chairmen)
- Economic and financial matters
- Review of annual budget
- Approval of loans and guarantees
- Investment matters
- Approval of Group's investment policy
- Approval of major investments
- Other matters
- Report of the CEO on the Group's operations
- Reports of the Compensation Committee, Nomination Committee and Financial and Audit Committee by the chairmen of the respective committees
- Approval and regular review of Corporate Governance and the charters of the Board Committees
- Annual self-assessment of Board work and performance
- Other matters submitted by a member of the Board or the CEO
