Composition and duties

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 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 10, 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.

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 remuneration of the President and CEO in in accordance to the Company’s valid Remuneration Policy.

The Board monitors the Company's financial position with the help of information provided by the Group Management Team. 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.

The Board of Directors is evaluated within the framework of the Nomination Board’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 16, 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 size of the Company as well as the composition of the Board of Directors, the Company has decided not to have any permanent Board committees.

The Board of Directors convened nine times in 2019 and the average attendance rate at these meetings was 97.8%.

Information on Board's compensation can be found in the Remuneration Statement 2019.

Exel Composites Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland