Main Duties of the Board
The main duty of the Board of Directors of Suominen is to direct Suominen’s strategy in a way that it, in the long run, enables the achievement of the financial targets set for Suominen and maximizes shareholder value, while simultaneously taking into account expectations of key stakeholders.
The Board of Directors is responsible for the administration and proper organization of Suominen’s operations. The Board is responsible for making decisions on matters that are likely to have a major impact on the Company. The Board convenes according to an annual meeting plan.
The members of the Board of Directors are elected by the General Meeting of Shareholders. Pursuant to the Articles of Association of the Company, the Board shall have at least three and no more than seven members.
The main duties
The duties of the Board are defined in the applicable Finnish laws and regulations, Suominen’s Articles of Association, Finnish Corporate Governance Code and the Board’s Charter. The main duties are the following:
- approve the Company’s strategy and oversee its implementation
- approve the Company’s long-term targets and monitor their implementation
- approve the annual business plan
- approve major business acquisitions, divestments, investments and expenditures
- approve major external funding (both debt and equity), capitalization of subsidiaries, and guarantees and mortgages
- decide on the appointment and dismissal of the CEO and other members of the Executive Team and decide on their terms of employment and remuneration
- approve the Company’s organizational structure
- monitor and supervise the Company’s performance and ensure the effectiveness of its management
- decide on the Company’s share-based long term incentive schemes
- approve the Company’s financial reports, including annual accounts, interim reports, report by the Board of Directors and financial statement releases
- ensure that the Company has adequate planning, information and control systems and resources for monitoring results and managing risks
- convene General Meetings
- establish a dividend policy and make a proposal on distribution of dividend
- make a proposal concerning the election of the auditor and the auditing fees, and
- make other proposals to General Meetings.
Independence of the Board members
The Board of Directors has evaluated the independence of its members. All members are independent of the Company. All members are also independent of its significant shareholders, with the exception of Andreas Ahlström, who acts as Investment Director at Ahlström Capital Oy. The largest shareholder of Suominen, Ahlstrom Capital B.V., is a group company of Ahlström Capital.
The Board of Directors convenes under the direction of the Chair or, if the Chair is unable to attend, the Deputy Chair. Principally, the matters are presented by the President & CEO.
In 2021, the Board of Directors convened 11 times, of which five times per capsulam. The attendance rate at the meetings was 100%. The participation of each individual member is presented in the table below.
|Andreas Ahlström||Deputy Chair||11/11|
|Until March 25, 2021|