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 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 from among its members.
The Nomination Committee of Oriola-KD is a body established by the Board of Directors for the purpose of preparing and presenting to the Board a recommendation for the proposal to be put by the Board to the Annual General Meeting concerning the composition and remuneration of the Board. Not later than on the 1st of February preceding the Annual General Meeting, the Committee presents to the Board its recommendation on the proposal to be put before the Annual General Meeting concerning the composition and remuneration of the Board. The Nomination Committee evaluates the independence of the proposed Board members it has recommended. The Committee's recommendation does not affect the Board's independent decision-making authority or its right to put proposals before the General Meeting.
As part of its work the Company’s Nomination Committee shall take into consideration the needs and the development phases of the Company’s businesses as well as competence areas required by the Board of Directors and its Committees. In the preparations of the recommendation for proposal on the Board’s composition, the Nomination Committee shall take into consideration the Board’s long-term needs and successor planning. Any individual elected members of Oriola-KD’s Board of Directors must be qualified for the position, a good fit to the Board’s competence profile and be able to allocate enough time to carry out the responsibilities.
The ultimate goal in electing members to the Board of Directors is to ensure that the Board of Directors as a collegium has a competence profile which supports the Oriola-KD’s existing and future business. Diversity supports the overall goal that the Board of Directors has an optimal competence profile to support the Company’s business and is viewed as an integral part and a success factor enabling the achievement of Oriola-KD’s strategic goals.
Important factors for the diversity of Oriola-KD’s Board of Directors are the mutually complementary expertise of the members, their education and experience in different professional areas and industrial sectors, businesses in various stages of development, leadership experience as well as their personal capacities. The diversity of the Board of Directors is supported by experience in operating environments and industries relevant to the Company as well as different cultures and by consideration to the age and gender breakdown of the members. Oriola-KD’s objective is to maintain an appropriate balance of representation of both genders on the Board of Directors.
Approved by the Board of Directors in December 2016