The Board of Directors is responsible for the administration of the company and the appropriate organisation of its operations. The Board of Directors is responsible for managing the company's operations in accordance with the law and the Articles of Association. The Board also ensures that good corporate governance is complied with throughout the Oriola-KD Group.
The members of the Board of Directors are elected by the General Meeting of Shareholders. Pursuant to the Articles of Association, the Board of Directors consists of no fewer than five and no more than eight members. The term of the members of the Board of Directors expires at the end of the next 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 of Directors is elected by the General Meeting of Shareholders. The Vice Chairman of the Board is elected by the Board of Directors.
The Nomination Committee's recommendation to the Board for the Board's proposal on the composition and remuneration of the Board is given in the Notice of the Annual General Meeting. The biographical details of the proposed Board members are presented on the company's website.
The most important matters to be dealt with by the Board are listed in the Board's rules of procedure. Accordingly, the Board's responsibilities include approving the company's strategy, financial targets, budgets, major investments and risk management principles. The Board appoints and dismisses the company's President and CEO. The Board of Oriola-KD also serves as the board of directors for the Oriola Group. The Board of Directors considers and decides on all the most significant matters concerning the operations of the Group and the business segments regardless of whether these matters legally require a decision by the Board of Directors of Oriola-KD. The Board has also approved the rules of procedure of the Audit Committee, the Compensation Committee and the Nomination Committee.
The Board of Directors convenes in accordance with a timetable agreed in advance and also convenes as required. In addition to making decisions, the Board of Directors also receives during its meetings current information about the operations, finances and risks of the Group. Board meetings are also attended by the President and CEO, the Executive Vice President & CFO and the General Counsel (who acts as secretary to the Board). Members of the Group Management Team attend Board meetings at the invitation of the Board. Minutes are kept of all meetings.
In 2012, the Board of Directors of Oriola-KD convened 12 times, 3 of which were conference call meetings. The Board members' average attendance rate was 85,4%.
Board of Directors 2013-2014
The Annual General Meeting of the company held on 20 March 2013 confirmed that the Board of Directors is composed of six members. Current members of the Board of Directors, Mr Jukka Alho, Mr Harry Brade, Mr Per Båtelson, Ms Outi Raitasuo and Mr Mika Vidgrén were re-elected to the Board of Directors. Mr Karsten Slotte was elected new member of the Board of Directors. Mr Jukka Alho was elected Chairman of the Board of Directors.
In its constitutive meeting held on the same date, the Board of Directors of Oriola-KD Corporation elected Ms Outi Raitasuo as Vice Chairman of the Board of Directors.
The Board of Directors also evaluated the independence of its members and determined that all members of the Board of Directors are independent of the company and its significant shareholders.
Remuneration of the Board of Directors
The Annual General Meeting decides annually on the fees to be paid to the members of the Board of Directors for one term of office at the time.
The Annual General Meeting held on 20 March 2013 approved the following fees to the members of the Board of Directors for their term of office expiring at the end of the next annual general meeting:
- to the Chairman of the Board of Directors EUR 48,400
- to the Vice Chairman of the Board of Directors is EUR 30,250
- and for the other members of the Board of Directors is EUR 24,200.
Of the annual fee, 60 per cent shall be paid in cash and 40 per cent shall be used to acquire Oriola-KD Corporation's class B shares for the Board members on the NASDAQ OMX Helsinki Stock Exchange within two weeks from the release of the Interim Report 1 January - 31 March 2013 of the company. The Chairman of the Board of Directors receives an attendance fee of EUR 800 per meeting and the other members EUR 400 per meeting. Attendance fees are correspondingly also paid to the members of Board and company committees. Travel expenses are compensated in accordance with the
travel policy of the company.
Further information on remuneration of the members of Board of Directors can be found in the Annual Report and in the Remuneration Statement.