The Board of Directors
The Board of Directors is responsible for the company's governance and proper organization of the operations. The Board of Directors comprises three to seven (3-7) members and in addition it may have one to three (1-3) deputy members. The Annual General Meeting shall elect the members of the Board of Directors for a term which expires at the end of the following Annual General Meeting. The number of terms for the members of the Board of Directors is not limited. The Board of Directors selects a Chairman among its members.
The Board of Directors shall implement the decisions of the General Meeting. Furthermore, the Board of Directors supervises the operations and management and makes decisions on the company's guiding principles for operation, strategy and budget. The Board of Directors decides on mergers and acquisitions and other strategic alliances as well as significant investments and significant matters regarding organization and finance. The Board of Directors supervises the group companies' duly organized accounting and financial management. The Board of Directors appoints the CEO and possible Deputy for him or her as well as approves the company's organization structure.
The CEO, CFO and Chief Legal Officer (who acts as secretary of the Board of Directors) attend the meetings of the Board of Directors. Other members of the Corporate Executive Board attend the meetings when necessary or upon invitation by the Board of Directors. The Chairman of the Board approves the agendas of the meetings of the Board of Directors. The agendas are prepared by the CEO and the Chief Legal Officer.
In 2009, the Board convened 16 times and the average attendance of the Board members at meetings was 96.4 per cent. The most important subject during the year was profitability improvement and establishing a solid foundation for positive profit development within the chosen business areas.
The Board has defined a working order and evaluates its performance annually. The Board of Directors convenes once a month.
Composition of the Board of Directors
The General Meeting held on March 25, 2010 fixed the number of members of the Board of Directors to five (5). Mr. Jorma Halonen, Mr. Juha Hulkko, Mr. Seppo Laine, Mr. Staffan Simberg and Mr. Erkki Veikkolainen were elected members of the Board of Directors. The General Meeting resolved to deviate from the recommendation concerning a gender mix of the Board composition by the Finnish Covernant Code. In the composition of the Board the emphasis has been in the continuance of the commenced Board work, taking into consideration, among other things, the earlier changes in the company management. The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting. At its assembly meeting held on 25 March 2010, the Board of Directors elected Mr. Seppo Laine Chairman of the Board.
Evaluation of the Independence of the Board Members
Based on the recommendations 14 and 15 of the Finnish Corporate Governance Code 2008, the independency of the Board Members is evaluated as follows:
- at least half of the members of the Board of Directors shall be independent of immediate company interest (Mr. Jorma Halonen, Mr. Staffan Simberg and Mr. Erkki Veikkolainen);
- at least two of the directors representing this majority shall be independent of significant shareholders of the company (Mr. Jorma Halonen, Mr. Staffan Simberg and Mr. Erkki Veikkolainen);
- Juha Hulkko is not independent of a significant shareholder; and
- Seppo Laine is not independent of the company through participation in the company management of Elektrobit Corporation during the previous three years prior to the General Meeting 2010.