The Board has general authority to decide on and act in any matters not reserved by law or under the provisions of the Articles of Association to any other governing body of the Company. The Board is responsible for the Company’s management and the proper organization of its operations. It confirms the Company’s long-term business strategies, values and policies, and approves the Company’s business plans and annual plans. The Board decides on major capital expenditures, acquisitions and substantial divestments of assets as well as approves the general framework for other capital expenditures. It also monitors the Company’s performance and human resources development. Each Board member receives a monthly performance report, including financial data and management comments. The Board appoints and dismisses the CEO and his Deputy, if any, as well as the senior management reporting to the CEO.
The Board has established and approved Rules of Procedure of the Board to complement the Articles of Association and Finnish applicable laws and regulations. Said rules describe the duties of the Board and CEO, division of tasks within the Board, meeting practices and reporting to the Board as summarized in this statement.
The Board consists of 5 – 9 members. The General Meeting confirms the number of members of the Board, elects them, and decides on their compensation. The mandate of each member of the Board expires at the end of the Annual General Meeting immediately following their election. There are no limitations as to the number of terms a person can be member of the Board and no maximum age.
The majority of the Board members shall be independent of the Company and at least two of the members representing this majority shall also be independent of the significant shareholders of the Company. Each Board member shall provide the Board with sufficient information that will allow the Board to evaluate his or her qualifications and independence and notify the Board without delay of any changes in such information.
All Board members are required to deal at arm’s length with the Company and its subsidiaries and to disclose to the Board circumstances that might be perceived as a conflict of interest.
Most of the Board meetings are held at the Company’s head office in Helsinki, but the Board also visits other locations of the Company and holds meetings there. If necessary, the Board also holds telephone and audiovisual meetings. The CEO and CFO normally attend the Board meetings. Other members of the EMT attend upon invitation by the Board. The General Counsel acts as Secretary to the Board.
The Board makes an internal self-assessment of its performance, practices and procedures annually.
In 2015, the Board convened 13 times (four meetings before March 26, 2015), including one held as a telephone and video meeting. In addition the Board made one written resolutions in lieu of a meeting in accordance with Chapter 6, Section 3 of the Companies Act. The average attendance frequency in board meetings was 94.1%.
Board in 2016
The Annual General Meeting held on April 5, 2016, confirmed the number of Board members to be seven. Alexander Ehrnrooth (b. 1974), Johannes Gullichsen (b. 1964) and Jan Inborr (b. 1948) were re-elected as members of the Board of Directors. Riitta Viitala (b. 1959), Jan Johansson (b. 1954), Harri-Pekka Kaukonen (b. 1963) ja Hans Sohlström (b. 1964) were elected as new members. Immediately after the Annual General Meeting, the Board elected Hans Sohlström as Chairman of the Board and Jan Inborr Vice Chairman.
Biographical details of the Board members and the Board members’ shareholdings in the Company can be found on the company’s website www.ahlstrom.com. The Board considers all of the Board members independent from the Company. The Board considers the Board members independent from its significant shareholders, except for:
- Alexander Ehrnrooth, who is not independent of the Company’s significant shareholder Vimpu Intressenter Ab, where he is the President & CEO and member of the Board.
- Hans Sohlström, who was not independent of the Company’s significant indirect shareholder Ahlström Capital Oy, where he is the President and CEO.