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 11 times in 2012. In addition to the members of the Board, the Company's CEO attended Board meetings as the Secretary to the Board. Since all Board members attended all meetings the attendance percentage at the meetings was 100 per cent.
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 Annual 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 Annual 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 at the Annual General Meeting.
In accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee the Annual General Meeting held on 27 March 2013 re-elected Tapio Hakakari, Heikki Hornborg, Robert Ingman, Pertti Nupponen, Satu Rautavalta and Teuvo Rintamäki as members of the Board of Directors.
The Board of Directors of Etteplan Oyj has in its meeting on March 27, 2013 elected Heikki Hornborg as Chairman of the Board and Robert Ingman as Vice 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.
Tapio Hakakari, Heikki Hornborg, Robert Ingman, Pertti Nupponen, Satu Rautavalta and Teuvo Rintamäki are independent of the Company.
Tapio Hakakari, Heikki Hornborg, Pertti Nupponen, Satu Rautavalta and Teuvo Rintamäki 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 at www.etteplan.com and in Annual Report.
Board of Directors