Composition, term and duties of the Board

Composition and term

According to the Articles of Association, the Board comprises at least three and no more than eight full members, elected by the Annual General Meeting for one year at a time. The Board shall elect a Chairman from its midst and a Vice Chairman if necessary. In accordance with Corporate Governance Recommendation 13, Exel Cmposites has an introduction programme for new directors in order for new Board members to become acquainted with the operations of the Company.  

In addition to the Finnish Companies Act, other applicable legislation and the Articles of Association, Exel Composites' Board of Directors has confirmed a written charter that specifies the Board’s duties, matters to be handled, meeting practice and decision-making process. The charter is reviewed and updated annually in the first meeting following the election of the Board in the AGM. Board meetings are attended by the President and CEO, and CFO, who acts as the meeting secretary.  

 According to the Corporate Governance Code recommendation 14, the majority of the Board shall be independent of the Company. In addition, at least two of the members of the Board representing this majority shall be independent of significant shareholders of the Company. Each director provides the Board with sufficient information that will allow the Board to evaluate his/hers qualifications as well as independence and notifies the Board of any changes in such information.

In compliance with the Corporate Governance Code, the Nomination Board has reviewed the composition of the Board and deemed that the Company is being well served by the directors in view of their independence, qualifications and versatile experience as well as the number of directors and their availability to engage in Company matters.

According to the Corporate Governance Code Recommendation 9, both genders shall be represented on the Board. The Nomination Board has considered the possibility of proposing a suitable female Board candidate, in accordance with the Corporate Governance Code concerning the gender parity of the Board. So far the Nomination Board has not found a suitable candidate who would be also familiar with the Company's main lines of business. Furthermore, in consideration of the Company's small size it has not been considered expedient to increase the number of Board members nor to change Board members. The Company aims at complying with the recommendation in the long run.

Duties 

The Board of Directors is responsible for the management of the Company and the proper organization of its activities in accordance with the Finnish Companies Act and the Company's Articles of Association. The Board’s principal duties include confirmation of the corporate strategy and budget by function, and decisions on funding agreements, major investments and the purchase or sale of assets. The Board draws up interim reports, the financial statements and the report on operations, appoints the President and CEO and the Deputy Managing Director and decides on the President and CEO’s salary.

The Board monitors the Company's financial position with the help of information provided by the Management Group. Sufficient information including the agenda for the Board meetings with all relevant information on the Company's structure, operations and markets is distributed at least 7 days before the meeting.

 The Board of Directors holds at least seven ordinary meetings per year:

- one meeting to be held for approving the annual accounts;

- a formative meeting to be held after the annual general meeting;

- three meetings to be held for approving the interim accounts;

- one meeting to be held to discuss and approve the strategy and the budget process; and

- one meeting to be held for discussing and approving the budget for the next financial year.

The Board of Directors is evaluated within the framework of the Nomination Committee’s work. In addition, the Board performs an annual self-evaluation of its organization, working methods and fulfillment of its duties.

The Board evaluates the independence of each member of the Board at the first meeting following the AGM.

According to the Corporate Governance Code Recommendation 27, the Board shall establish an audit committee if the extent of the Company’s business requires that a group with a more compact composition than the board deals with the preparation of matters pertaining to financial reporting and control.

In consideration of the Board of Directors’ small size, the Company has decided not to have any permanent Board committees. In compliance with the Corporate Governance Code Recommendation 27, the Board of Directors carries out the duties of the audit committee. These duties include, amongst others, review and supervision of financial reporting process, monitoring the efficiency of the company’s internal control and risk management systems, review of auditor’s reports as well as preparation of auditor's election.

The Board convened 13 times in 2010, and the average attendance rate at these meetings was 100 per cent.

Name	Position	Board Meetings	Nomination Committee Meetings
Peter Hofvenstam	Chairman	13/13	1/1
Göran Jönsson	Member	13/13	-
Vesa Kainu	Member	13/13	-
Reima Kerttula	Member	13/13	-
Heikki Mairinoja	Member	13/13	-

Information on Board's compensation in 2010 can be found in the Remuneration Statement.