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.
It is the task of the Board of Directors to manage and oversee the Company’s operations in accordance with the Companies Act, Articles of Association and other applicable legislation and regulations. The Board of Directors decides on matters that are of far-reaching significance to the Group and which are significant in principle, including:
- approving and overseeing the Group’s strategy;
- approving and overseeing the annual budget and operating plan;
- approving and overseeing the principles for risk management and internal control;
- the most important business matters (such as acquisitions and significant contract agreements, investments and divestments);
- appointing the President and CEO and other members of the Corporate Executive Team and approving the terms and conditions of their service contracts and remuneration schemes
- approving remuneration schemes for other personnel.
The Board of Directors meets regularly according to a meeting schedule confirmed in advance, and also when necessary. The Board of Directors has a quorum when more than half of the members are present and one of them is the Chairman or the Vice Chairman. The President and CEO and the General Counsel, who serves as the Secretary of the Board, participate in meetings of the Board of Directors. Other members of SRV’s Corporate Executive Team participate in Board meetings on the invitation of the Board.
The Board of Directors conducts an annual assessment of its activities and working procedures and develops its activities based on the results.
The members of the Board of Directors are Ilpo Kokkila (Chairman), Minna Alitalo, Juhani Elomaa, Juhani Hintikka, Olli-Pekka Kallasvuo ja Timo Kokkila.