According to the Articles of Association, the Board consists of a minimum of five and a maximum of eight members elected by the Annual General Meeting (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.
Proposal to the Annual General Meeting about the composition of the Board is made by the Supervisory Board based on the proposal of its Nomination Committee.
According to the Corporate Governance Code, the majority of the directors shall be independent of the company. In addition, at least two of the directors shall also be independent of the company’s significant shareholders. The board of directors shall evaluate the independence of the directors annually. Each director shall provide the information required to evaluate their independence and also inform any changes thereto. The company shall report the evaluation in the Corporate Governance Statement.
The Board is responsible for the Company’s administration and the proper organisation 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:
The Board carries out a self-assessment on its activities either internally or by an outside consultant. The result of the assessment will be made available to the chairman of the Supervisory Board’s nomination committee for the preparation of the proposal of the composition of the Board to the Supervisory Board.
Legal Counsel Aija Immonen, Master of Laws, has served as the Secretary of the Board since April 2018.
In 2019, the Board had 20 meetings of which 7 were held by telephone and one was an organisation meeting after the AGM.
In spring 2016, the Board and Supervisory Board defined the criteria set for Board members concerning their competence and expertise as well as the diversity principles, taking into account the scale and development stage of the company’s activities.
In order to ensure effective Board work, all Board members must have sufficient expertise, competence, experience, as well as time to familiarise themselves with the matters being dealt with and to carry out their duties.
As a collective, the Board must have adequate knowledge, skills and experience especially in matters related to the company’s industry and business operations, in business management, group management and financial management, in financial statements and financial reporting, in internal control and risk management, in M&A and in corporate governance.
The diversity in the Board of Directors supports the company’s operations and its development. The diversity in the Board members’ expertise, viewpoints and personality contribute to the ability to respond openly to innovative ideas and to support and challenge the company’s executive management. With adequate diversity, it is possible to avoid the similarity in the members’ views, i.e. group thinking.
The Board should consist of people from different age groups who have adequate experience in Board governance. The aim is that the Board comprises at least one third of each gender. Competency objectives have priority over nationality and the members may be from Finland or from abroad.
The Board has established a Remuneration Committee to enhance the preparation of remuneration and nomination matters pertaining to the Board.
The duties of the Remuneration Committee include the preparation of matters concerning: (1) remuneration and other financial benefits of the CEO and deputy managing director (if any), (2) the appointment of the CEO, deputy managing director (if any) and other company executives, as well as the assessment of successor issues, (3) the incentive and remuneration schemes of management, key employees and staff, as well as (4) significant organisational changes.
The Committee members are Ilkka Mäkelä (Chairman), Erkki Haavisto and Arto Tiitinen.
The Committee is convened by the Chairman as often as needed and it may use the company’s own experts as well as outside experts to the extent it considers necessary. The Committee’s secretary is either the Secretary of the Board or the Group’s Vice President, Human Resources.
In 2019, the Remuneration Committee convened four times.
The Board of Directors has appointed an Audit Committee as of 2017 in order to enhance the preparation of matters related to financial reporting and control under the Board’s responsibility.
The responsibilities of the Audit Committee include:
The Committee members are Ann-Christine Sundell (Chairman), Leena Niemistö and Pekka Tennilä. Chairman of the Supervisory Board or, if he/she is prevented from attending the meeting, Deputy Chairman of the Supervisory Board has the right to attend and speak at Committee meetings.
The Committee is convened by the Chairman as often as needed and it may use the company’s own experts as well as outside experts to the extent it considers necessary. The Secretary of the Board of Directors or the Group’s CFO acts as secretary to the Committee.
In 2019, the Audit Committee convened six times.