The members of the Board are elected by the AGM. The term of a member of the Board lasts until the end of the next AGM. The Articles of Association provide that the Board consists of no fewer than five and no more than ten members. The Board elects the Chairman from among its members to serve until the next AGM. Possible new members of the Board are briefed to the business of the Group.
The duties and responsibilities of the Board are principally based on the Finnish Companies Act and the corporation’s Articles of Association. All significant issues concerning the corporation are decided by the Board. These include, but are not limited to, appointing and dismissing the President and Chief Executive Officer, approving strategic guidelines, financial statements, interim reports, business plans, annual budgets, stock exchange releases and considerable investments or divestments.
The Board assembles according to a pre-agreed time schedule to address designated matters. The Chairman of the Board composes an agenda according to a proposal made by the President and Chief Executive Officer. Members of the Board have a right to propose and include distinct matters into the agenda. The Board shall have a quorum when more than half of the Members of the Board are present. The opinion of the simple majority shall constitute the decision of the Board of Directors. The Board follows the written Charter of the Board approved by the Board of which crucial content has been covered here including the tasks of the Board of Directors. The President and Chief Executive Officer and the General Counsel, who acts as a secretary of the Board attend the meetings of the Board of Directors. Other members of the Executive Committee attend the meetings when necessary.
In connection with the preparation of a proposition concerning the assembly of the Board the corporation follows a practice in where the significant shareholders of the corporation prepare the propositions concerning the Board of Directors, including the propositions for the number of board members, remuneration and when necessary the members of the Board for the General Meeting. The Board has not established a Nomination Committee nor has the General Meeting erected a Shareholders’ Nomination Committee. The representatives of the significant shareholders of the corporation noted above are also members of the Board of the Corporation and the proposition shall be served for the information of the Board and to be discussed. The proposition shall also be released as a stock exchange release and be included in the notice of the General Meeting provided that the proposition has been delivered to the corporation early enough to be included in the notice.
The requirements set by the corporation’s operations and its development phase will be considered with regard to the composition of the Board of Directors. A candidate to the Board must have the necessary qualifications for the position and time to fulfil their duties. The number of members on the Board and its composition must enable efficient performance when the Board’s tasks are being managed. In order to ensure the diversity of the Board of Directors, the members’ competence, experience and industry-specific knowledge must be taken into account when candidates are being proposed as members of the Board. The corporation strives to have both genders represented in the Board and that members represent wide-ranging and diverse perspectives.
At the end of the financial year 2022 the Board consisted of six members who were Emmanuel Viellard, Jorma Kasslin, Louis d’Alançon, Vesa Luhtanen, Julia Aubertin and Marc Speeckaert. Number of the Board and Remuneration Committee meetings in 2022 and participant attendance are presented on below table:
Jorma Kasslin, Emmanuel Viellard, Julia Aubertin, Louis d’Alançon and Vesa Luhtanen were re-elected in the Annual General Meeting 2023 as members of the Board of Directors and Alexander Rosenlew was elected as new member.
The Board assesses the independency of its members. Except for Louis d’Alançon the Board consists of external expert members. As of November 16, 2022, Louis d’Alançon has become dependent on the Rapala VMC Corporation as he was nominated the President and Chief Executive Officer of the Rapala VMC Corporation. All members of the Board, other than Emmanuel Viellard and Louis d’Alançon, are independent of significant shareholders of the corporation.
The most important matters considered by the Board of Directors are:
- annual and interim financial statements and reports,
- matters to be put before General Meetings of shareholders,
- appointment of the President and CEO,
- organization of financial supervision in the Company.
The Board of Directors is also responsible for matters that are so far-reaching with respect to the area of the Group’s operations that they cannot be considered to fall within the scope of the Group’s day-to-day administration and management. Examples of these matters are:
- approval of the Group’s strategic plan and long-term goals,
- approval of the Group’s annual business plan and budget,
- decisions concerning investments (annual investment plan and significant additional investments) and acquisitions,
- decisions regarding sale of real estate and businesses and also disposal of a significant part of any assets of a single business or business unit,
- decisions to raise loans and the granting of security or similar collateral commitments when their size is significant,
- risk management principles,
- the Group’s organizational structure,
- appointment of the members of the Executive Committee,
- monitoring and assessing the performance of the President and CEO,
- approval of the Company’s management principles and steering systems,
- appointment of the Board of Directors’ committees,
- approval of stock exchange releases.
In addition to matters requiring its decision, the Board of Directors is also given updates at its meetings on the Group’s operations, financial position and risks.
The Board of Directors elects a chairman from among its members.