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 Board has defined a working order and evaluates its performance annually. The Board of Directors convenes once a month.
On December 31, 2008, the Board of Directors had five members. In 2008, the Board convened 21 times and all the members attended nearly 100 per cent of the meetings.
The General Meeting held on March 19, 2009 fixed the number of members of the Board of Directors to six (6). Mr. Jorma Halonen, Mr. Jukka Harju, Mr. Juha Hulkko, Mr. Seppo Laine, Mr. Staffan Simberg and Mr. Erkki Veikkolainen were elected members of the Board of Directors. 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 19 March 2009, the Board of Directors has elected Mr. Juha Hulkko Chairman of the Board.
A corporate governance target is that at least half of the members of the EB's Board are considered independent of immediate company interests. In addition, at least two of the Directors representing this majority shall be independent of significant shareholders of the company. On March 19, 2009 Jorma Halonen, Staffan Simberg and Erkki Veikkolainen are considered independent members of the Board whereas Jukka Harju, Juha Hulkko and Seppo Laine were not considered independent of immediate company interests, be it through major ownership in the company or recent participation in the company management.
As of June 4, 2009 Jukka Harju has been appointed as CEO of Elektrobit Corporation. Along with the appointment Harju resigned from the membership of the EB's Board of Directors. In addition to Halonen, Seppo Laine, Staffan Simberg, Erkki Veikkolainen will continue to serve as EB Board members and Juha Hulkko will continue as the Chairman of the Board.