The working order describes the working practices of the Board of Directors. A summary of key contents is presented below.
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.
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;
• organisational and personnel matters
-- decisions concerning the basic top management organisation;
-- decisions concerning the composition of the Group Leadership Team;
-- remuneration of the CEO;
-- appointment and dismissal of the CEO and approval of heads of Divisions and other senior officers belonging to the GLT;
-- appointment of Board committees (including chairmen);economic and financial matters
-- review of annual budget;
-- approval of loans and guarantees, excluding intra-Group loans and guarantees;
-- report of share repurchases, if any;
-- approval of Group Risk Management Policy according to Financial and Audit Committee’s proposal;
• investment matters
-- approval of investment policy of the Group;
-- approval of major investments;
-- approval of major divestments;
• other matters
-- report of the CEO on the Group’s operations;
-- reports of the Remuneration Committee, Financial and Audit Committee and Sustainability and Ethics Committee by the chairmen of the respective committees. The Nomination Board’s recommendations and proposals shall be reported to the Board by the Chairman of the Board.
-- 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.