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Board of Directors

Composition of the Board of Directors

In accordance with the Articles of Association, Suominen Corporation's Board of Directors shall comprise a minimum of three members and a maximum of seven. Members are elected by the Annual General Meeting. Their term of office shall expire on conclusion of the first Annual General Meeting following their election. A person aged 70 years or older cannot be elected to the Board of Directors. The Board elects a Chairman and a Deputy Chairman from among its members. 

Suominen Corporation's Extraordinary General Meeting, held on 12 September 2011, elected Risto Anttonen, Jorma Eloranta, Suvi Hintsanen, Juhani Lassila, Mikko Maijala, and Heikki Mairinoja to the Board of Directors. 

Charter of the Board of Directors

The Board of Directors is responsible for the administration and appropriate organisation of Suominen's operations. The Board is responsible for taking decisions on matters that are likely to have a major impact on the company's operations; and convenes according to an annual meeting plan.

The main duties of the Board include:

  • deciding on the company's corporate structure and organisation
  • nominating and dismissing the President and CEO
  • deciding on the salaries, bonuses, and other benefits paid to the President and CEO and his immediate subordinates
  • deciding on the company's salary and incentive system
  • considering and approving annual accounts, annual reports, financial statement releases, and interim reports
  • monitoring and supervising the Group's performance and ensuring the effectiveness of its management
  • approving the company's operating policies (financing policy, insurance and risk management policy, and principles for corporate governance)
  • deciding on the acquisition and assignment of fixed assets
  • deciding on strategically and financially significant investments, acquisitions, divestments, or other arrangements
  • deciding on financial borrowings and pledging securities
  • considering and approving strategies and action plans
  • establishing a dividend policy and confirming the company's targets.

Meeting practice

In accordance with its advance schedule, the Board of Directors meets at least eight times a year. Where appropriate, meetings can be held in the form of teleconferences. The Board of Directors convenes under the direction of the Chairman or, if the Chairman is unable to attend, the Deputy Chairman. Items of business are generally presented by the President and CEO. Minutes are taken by the CFO.

The Board convened 25 times in 2010, of which one meeting was held in the Group's business unit. The average attendance rate at meetings was 97 %.

Self-evaluation

The Board of Directors reviews its operations and procedures through an annual self-assessment.

Evaluation of independence

The Board of Directors has on 21 April 2010 evaluated the independence of its members in accordance with recommendation 15 of the Finnish Corporate Governance Code and established that all its members are independent of the company and significant shareholders.

Board committees

Suominen Corporation has not established any committees to prepare matters for consideration by the Board, as the size of the company and the extent of its business are not seen as sufficient to warrant splitting up the Board's work in this way. The Board of Directors discharges the duties of audit committee (recommendation 27 of the Finnish Corporate Governance Code).