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 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:
- 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 to 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.
Until the AGM held on 23 March 2017, the Board had five members in 2017. After this date, the Board had six members. In 2017, all the Board members were independent of the company and its major shareholders.
In 2017, the Board met 22 times and held nine telephone conferences as well as an organisation meeting after the AGM. Attendance at the Board meetings was 96.8 per cent.
The Board conducted an internal assessment of its operations in the autumn 2017.
Competence and expertise of Board members and Board diversity
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.