Board of Directors and Management Team
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
- to decide on structure and organisation of the Group
- to review and to approve half year financial 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 Management Team. 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
Board of Directors in 2018
None of the Board members are employed by the company.
In 2018, the Board of Directors held 16 meetings, 9 of which were telephone meetings. The average attendance of the members at the Board meetings was 90%.
The Annual General Meeting decides the remuneration for the Board of Directors. The Annual General Meeting of Shareholders (11 April 2018) 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 2019 remuneration level will be as follows: annual remuneration of EUR 40,000 for the Chairman and EUR 20,000 for the other members. In addition, a meeting fee of EUR 1,000 per meeting for the Board and Board Committee meetings shall be paid for each member of the Board living in Finland and EUR 1,500 per meeting for a member of the Board living outside Finland. 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. The Chairman of the Board will get, in addition, the remuneration of EUR 7,500 per month plus car benefit with the maximum value of EUR 1,600 per month and telephone benefit. It was decided to compensate the travel and other expenses of the members of the Board in accordance with customary practice. The members of the Board do not receive from the company compensations that are not related to their position as Board members.
In accordance with the company’s practice, meeting fees are not paid for participation in the Board’s telephone meetings.
Nurminen Logistics’ President and CEO is appointed by the Board of Directors. The President and CEO is responsible for the daily management of the company in accordance with Finnish Company Act and the instructions and directions of the Board of Directors. The President and CEO acts as a Chairman of the Management Team.
The Management Team of the company comprises of the senior management. It is the Management Team’s duty to prepare the strategy of the company, to monitor its performance and to handle matters with significant financial or other bearing. The members of the Management Team report to the President and CEO