Board of Directors
The Board of Directors is responsible for the management and the proper arrangement of the operations of the company. The Board has a general authority regarding matters not specifically designated by law or Articles of Association to any other governing body of the company. The Board of Directors comprises four to eight members and of no more than three deputy members as decided and elected by an Annual General Meeting. The Annual General Meeting elects the Board of Directors for a term ending at the closing of the Annual General Meeting of the shareholders following the appointment. The Board elects a chairman from its membership.
The Board of Directors has written Rules of Procedure.
Duties of the Board of Directors are among others:
- to decide on the Group strategy and business segments’ strategies
- to decide on structure and organisation of the Group
- to review and to approve interim reports, financial statements including Group financial statement and the Board of Directors’ report and the stock exchange releases concerning the outlook of the company
- to approve Group’s business plan, budget and investment plan
- to decide on strategically or financially significant individual investments, acquisitions, divestments, reorganizations and liabilities
- to decide on reward and incentive scheme for the Group management
- to approve Group’s risk management and reporting procedures
- to prepare dividend policy and to look after the development of shareholder value
- to be responsible for other duties prescribed in the Companies Act and other legislation.
The Board of Directors appoints a President and CEO and evaluates annually the activities of the President and CEO and the rest of the Executive Board. The Board of Directors also evaluates its activities annually in an internal self-evaluation.
The Board of Directors convenes 8–10 times a year following a predetermined schedule and at the invitation of the chairman as often as required by the company's activities or when proposed by the President and CEO. The company's President and CEO and Chief Financial Officer attend Board of Directors' meetings. Chief Financial Officer acts as a secretary of the Board of Directors.
Independence of the Board of Directors' members
The majority of the members of a Board of Directors must be independent from the company and two of these individuals belonging to said majority must be independent of significant shareholders.
Board of Directors in 2012
The members of the Board of Directors are presented in the "Company" -section. Their share and option holdings are presented on section "Investors, Share Information" page Insider Register . None of the Board members are employed by the company.
In 2012, the Board of Directors met 20 times at an average attendance rate of 90%.
The Annual General Meeting decides the remuneration for the Board of Directors. The Annual General Meeting of Shareholders (23 April 2012) resolved that for the members of the Board elected at the Annual General Meeting for the term ending at the close of the Annual General Meeting in 2013 will remuneration level be as follows: annual remuneration of EUR 80,000 for the Chairman and EUR 15,000 for the other members. Additionally a meeting fee of EUR 700 per meeting shall be paid for each member of the Board. 50 per cent of the annual remuneration will be paid in the form of Nurminen Logistics Plc's shares and the remainder in money. A member of the Board of Directors may not transfer shares received as annual remuneration before a period of three years has elapsed from receiving shares.