The Board of Directors shall act according to the interests of Kojamo and all its shareholders. The members of the Board of Directors do not represent the shareholders that might have nominated them.
The Board of Directors oversees the appropriate organisation of the management and operations of the Company. The Board of Directors is responsible for ensuring the appropriate organisation of the Company’s accounting and financial control. The Board of Directors guides and supervises the Company’s operational management.
Tasks of the Board of Directors
The Board of Directors has compiled a written charter for its operations, defining the main tasks and operating principles of the Board.
According to the charter, the main tasks of the Board of Directors include among other things:
- electing the Vice-Chairman of the Board of Directors and appointing a Secretary;
- confirming its own written charter and regularly evaluating the appropriateness of the charters;
- confirming the charters of the Audit Committee and Remuneration Committee as well as appointing the Chairman and members of the committees;
- appointing the CEO of the Company and the Deputy CEO as well as deciding on the terms of their employment;
- setting annual personal objectives for the CEO and evaluating their achievement;
- appointing the members of the Group’s Management Team and confirming the terms of their employment;
- deciding on short-term and long-term incentive plans;
- confirming organisational changes presented the by the CEO;
- giving and reversing rights to represent the Company;
- approving financial statements and consolidated financial statements as well as interim and half-year reports and financial statement bulletins;
- preparing matters that will be considered by the Annual General Meeting, convening the Annual General Meeting and preparing draft resolutions for the Annual General Meeting in accordance with the Finnish Limited Liability Companies Act and the Company’s Articles of Association (e.g. the use of the profit shown in the balance sheet);
- approving the Corporate Governance report;
- approving the Remuneration Policy and Remuneration Report;
- approving the Group’s strategic objectives;
- approving the budget as well as investment and divestment plans;
- ensuring the operation of the management system;
- confirming any policies devised in the Group (e.g. policies related to personnel, treasury and risk management);
- confirming the values and operation model of the Company and monitoring their realisation;
- deciding on significant investments and divestments;
- deciding on significant loans and guarantees;
- deciding on related party transactions that are not conducted in the ordinary course of business of the Company or are not implemented under arm´s-length terms;
- meeting with the auditors at least once a year;
- conducting an annual independence evaluation of the Board members;
- regularly evaluating its own operations;
- deciding on delaying the disclosure of inside information in accordance with the Company’s insider guidelines. The delay decision can also be made by the CEO with the CFO as deputy;
- processing and approving significant stock exchange releases; and
- processing all other matters that the Chairman of the Board of Directors or the CEO have submitted to the agenda of the meeting. Board members are also entitled to have an issue considered by the Board of Directors by announcing it to the Chairman.
A member of the Board of Directors shall not participate in the discussion or decision of a matter that has bearing to a company or organisation in which he or she works or serves as a member of an administrative body.
Independence of the members of the Board of Directors
A majority of the Board members must be independent of the company. At least two of the members belonging to the aforementioned majority must be independent of the company´s significant shareholders. Independence here refers to independence withn the meaning of the Finnish Corporate Governance Code 2020, which entered into force on 1 January 2020.
The members of the Board are independent from the company. They are also independent of the company’s major shareholders, except for Mikko Mursula and Reima Rytsölä who are employed by shareholders owning over 10 per cent of Kojamo plc’s share stock.
Diversity of the Board of Directors
The diversity of the Board members’ expertise, experience and views supports the Company’s business operations and development as well as open dialogue and independent decision-making. Moreover, diversity promotes good corporate governance, effective supervision of the executives and succession planning.
Kojamo has established principles for ensuring the diversity of the Board of Directors. The number of Board members and the composition of the Board shall meet the requirements of the Company’s size, market position and industry. The Company’s Board of Directors shall have sufficient expertise, competence and experience in matters related to the Company’s industry and business operations. The Board shall collectively have sufficient competence and qualifications in matters related especially to the Company’s industry and business operations, managing a public limited company comparable in size, corporate and financial management, strategy and corporate transactions, internal auditing, risk management and good Corporate Governance.
In preparing their proposal to the Annual General Meeting, the Shareholders’ Nomination Board shall take into account the requirement for diversity. A further objective is that Board members shall represent both genders and different age groups and serve terms of different lengths. Board members are also expected to have sufficient time for their Board duties.
Page updated 13 February 2020