The Board of Directors is responsible for the Company’s management and for the due organization of the Company’s operations in accordance with the relevant legislation and the Company’s Articles of Association. The Board of Directors controls and monitors the Company’s operational management; appoints and dismisses the CEO; and approves the major decisions affecting the Company’s strategy, capital expenditures, organization, remuneration and bonus systems covering the management, and finances.
Charter of the Board
As part of the Company’s corporate governance, the Etteplan Oyj Board of Directors has approved written rules of procedure to control Board work. The Board's rules of procedure complement the stipulations of the Finnish Companies Act and the Articles of Association of the Company. Charter of the Board is presented on the Company’s webpage.
Charter of the Board
Meetings of the Board
The Board meets as often as appropriate fulfilment of its obligations requires. The Etteplan Board of Directors met 12 times in 2015. In addition to the the members of the Board, the Company's CEO attended Board meetings as the Secretary to the Board. All members of the Board attended all the meetings during 2015.
Performance evaluation of the Board
On an annual basis, the Board of Directors assesses its activities and work practices. The Board specifies the criteria to be used in the assessment, which is carried out as internal self-evaluation. The results of these activities are handled by the Board.
Composition of the Directors
The General Meeting elects the members of the Board of Directors. The Nomination and Remuneration Committee of the Board of Directors of Etteplan Oyj prepares a list of proposed members of the Board of Directors for consideration by the General Meeting. The Board-proposed candidates are reported upon in the summons to the meeting and on the Company’s webpage.
According to the Articles of Association, the Board of Directors shall have a minimum of three and a maximum of seven members. The Board of Directors shall be elected for a term of one year.
In accordance with the proposal of the Board of Directors´ Nomination and Remuneration Committee the Annual General Meeting held on April 5, 2016 re-elected Robert Ingman, Patrick von Essen, Matti Huttunen, Pertti Nupponen, Teuvo Rintamäki and Leena Saarinen as members of the Board of Directors. The Board of Directors of Etteplan Oyj elected its meeting on April 5, 2016 Robert Ingman as Chairman of the Board.
Independence of the Directors
The majority of the Directors shall be independent of the Company. In addition, at least two of the Directors representing this majority shall be independent of significant shareholders of the Company.
The Board shall evaluate the independence of the Directors and report which of them are independent of the Company and which are independent of significant shareholders.
All members of the Board are independent of the Company.
Patrick von Essen, Matti Huttunen, Pertti Nupponen, Teuvo Rintamäki and Leena Saarinen are independent of significant shareholders.
Information reported on Directors
Biographical details and information on the holdings of the Board of Directors are presented on the Company’s website and in Annual Report.
Board of Directors