Board of Directors
The Board consists of a minimum of five and a maximum of eight members elected by the AGM. Their term begins at the end of the AGM at which the election takes place and lasts until the end of the following AGM. Person who has turned 68 before the beginning of the term cannot be elected as a Board member. The Board elects a Chairman and Deputy Chairman among its members for one term at a time.
The Board is responsible for the Company’s administration and the proper organization of its operations. The Board controls and supervises the company’s operative management, approves strategic objectives and risk management principles and ensures that the management systems are fully functional.
The Board works and makes its decisions at its meetings, which are quorate when more than half of the Board members are present. If necessary, the meeting can also be held by teleconferencing. The Chairman calls a Board meeting when necessary, or if requested by a Board member or the CEO. The Chairman decides on the agenda of each meeting based on the proposals made by the CEO or Board members. The agenda and any possible advance material related to the matters to be dealt with shall be delivered to the Board members, at the latest, four business days prior to the meeting, unless otherwise required by the nature of the issue. CEO, a Group Management Team member or an expert presents the issues the Board is to decide on.
The secretary of the Board prepares minutes on the matters that the meeting dealt with and made decisions on. The minutes are then approved and signed at the following meeting by all the members who were present.
In accordance with the main points of the charter adopted by the Board of Raisio plc, the main duties of the Board are to:
- approve Raisio’s strategy and revise it regularly,
- approve annual budgets and supervise their implementation,
- decide on major investments and divestments,
- process and approve financial statements and interim reports,
- appoint and discharge the CEO and, following the CEO’s proposal, appoint and discharge his/her immediate subordinates, as well as approve the CEO’s employment contract and other benefits,
- decide on incentive and reward systems for the management and personnel and submit proposals concerning them to the AGM if necessary,
- annually review key operational risks and their management,
- ensure the functionality of the Group’s planning, information and monitoring systems
- approve the Group’s key principles, ethical values and practices.
In spring 2016, the Board and Supervisory Board have defined the criteria related to competence and expertise as well as diversity principles set to the Board members. In terms of gender distribution, the aim is that the Board of Directors comprises at least one third of each gender. The proposal made by the Supervisory Board in December 2016 regarding the Board members at the AGM of spring 2017 is in line with this principle.
In 2016, the Board had six members until the AGM held on 23 March 2016. After this date, the Board had five members. In 2016, all the Board members were independent of the company and its major shareholders.
In 2016, the Board met 11 times and held four telephone conferences as well as an organisation meeting immediately after the AGM. Attendance at the Board meetings was 96.3 per cent.
An independent advisor assessed the activities and members of the Board in the autumn 2016.