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.
Board of Directors
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.
Principles concerning the diversity of Board of Directors
Diverse and mutually complementary age, occupational and international background as well as education of the members of the Board of Directors contribute to the effective work of the Board of Directors. The Board of Directors has defined in 2016 principles concerning the diversity of the Board of Directors. The body in charge of the proposals for the composition of the Board of Directors considers these principles in the proposal.
The company’s aim is that the Board has representatives of both genders. Other objectives include international experience, a wide range of ages, and different educational and professional backgrounds. In addition, the Board members are required to have sector expertise and the possibility to devote enough time to Board work. This last requirement is particularly important for the Chairman of the Board, as especially the Chairman must have the possibility to address the company’s issues in a comprehensive manner and the Chairman’s input is often needed outside of the meetings.
In the term of office that began in 2020, the age range of the members of the Board is 41–74 years. The Board members’ professional and international background is varied, and their industry knowledge is extensive.
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.
Of the members of the Board, Irmeli Rytkönen, Alexey Grom and Jukka Nurminen are independent of the company and of the significant shareholders, Juha Nurminen is independent of the company, but not the significant shareholders, Olli Pohjanvirta is not independent of significant shareholders or the company, as he is the CEO of the company.
Board of directors
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