Board of Directors
Duties of the Board of Directors
The Board of Directors is responsible for corporate governance and the appropriate conduct of ordinary activities. According to the Articles of Association the Board consists of the minimum of five and the maximum of eight ordinary members. The Board of Directors has written standing orders.
In addition to the duties set down in the Finnish Companies Act, the Board approves the company’s vision, mission and values, as well as approves and supervises the company's strategy and objectives, budgets and business plans. The Board also elects the President and CEO, and directs and oversees his or her actions. It ensures that the company’s management system is appropriately organised and approves the principles for risk management and internal control. The Board also resolves on any significant issues relating to the company’s business, such as significant individual investments and commitments as well as acquisitions, and decides on the incentive and remuneration schemes of operative management and personnel. The Board of Directores also approves the objectives of SRV's HR policy and corporate social responsibility.
The Board of Directors has an annual meeting schedule that includes the key issues to be handled in the Board meetings between the Annual General Meetings of Shareholders. The Board of Directors shall evaluate its activities and working methods annually. The results will be taken into account when developing the Board’s working methods further.
The General Meeting of 15 March 2011 elected six members to the Board of Directors. As Board members were elected Ilpo Kokkila (Chairman), Olli-Pekka Kallasvuo (Vice Chairman), Arto Hiltunen, Timo Kokkila, Matti Mustaniemi and Ilkka Salonen.
In 2011, the company does not follow Recommendation 9 of the Corporate Governance Code, which states that both genders shall be represented on the Board. The Nomination and Remuneration Committee has taken steps to find a suitable female member for the company's Board of Directors. However, the Nomination and Remuneration Committee has not as yet been able to put forward a candidate who would be well-versed in the company's main field of business and who would have agreed to take on the position.
The holdings of the Board members in SRV are listed in the Insiders section.
In 2010 the Board convened 11 times. On average, 98.7 % of the Board members attended meetings of the Board.