The Board of Directors
Under the Articles of Association, the Board of Directors shall consist of no fewer than five and no more than eight members. The term for Board members expires at the end of the Annual General Meeting following their election.
Persons aged 67 and above may not be elected to the Board of Directors. The Chairman of the Board is elected by the General Meeting of Shareholders and the Vice Chairman is elected by the Board.
The Annual General Meeting held on 7 April 2010 confirmed that the Board of Directors shall be composed of eight (8) members. Mr. Harry Brade, Mr. Pauli Kulvik, Ms. Outi Raitasuo, Mr. Antti Remes, Mr. Olli Riikkala, Mr. Jaakko Uotila and Mr. Mika Vidgrén were re-elected to the Board of Directors, and Mr. Per Båtelson was elected as a new member to the Board of Directors. Mr. Olli Riikkala was re-elected as the Chairman of the Board of Directors.
The Board of Directors has evaluated the independence of its members and determined that all members are independent of both the company and its major shareholders. The Board has also conducted an internal self-assessment of its activities and working practices.
The members of the Board are independent of the Company and it’s major shareholders. The personal details, key experience and concurrent elected positions as well as shareholdings in the Company of Board members are presented on the Board of Directors page and the Insiders page.
The Board is tasked with managing the Company’s operations in accordance with law and the Articles of Association. The Board of Oriola-KD also functions as the so-called Group Board of Directors. It handles and decides all the most important issues relating to the operations of the whole Group or the divisions irrespective of whether the issues legally require a decision of the Board of Directors. The Board also ensures compliance with good governance practices in the Oriola-KD Group. The Board’s rules of procedure contain a list of the most important matters to be dealt with by the Board. Accordingly, the Board is responsible i.a. for confirming the Company’s strategy, financial targets, budgets, major investments and risk management principles. The Board appoints and dismisses the Company’s President and CEO.
In 2009, the Oriola-KD Board convened 21 times, four of which were conference call meetings. The Board members’ av¬erage attendance rate was 96.7%.
