According to Altia's Articles of Association, the Board comprise a minimum of three (3) and a maximum of seven (7) members. The Annual General Meeting elects the members of the Board and appoints the Chairman and the Vice Chairman annually. The term of the members of the Board ends at the close of the next Annual General Meeting following their election. The Nomination Board prepares a proposal on the composition of the Board to the Annual General Meeting for its decision.
The Board is responsible for the administration of the Company and the appropriate organisation of its operations. The Board is responsible for the appropriate arrangement of the supervision of the Company’s accounts and finances. The Board decides on Group wide significant matters of principal importance. The Board appoints and dismisses the CEO, supervises his or her actions, and decides on his or her remuneration and other terms and conditions of service. The Board also makes decisions on the strategy, investments, organization and financial affairs of the Company.
The Board will deal with all matters pertaining to its area of responsibility in accordance with Finnish law, the Articles of Association, the Finnish Corporate Governance Code, as amended from time to time, as well as other rules and regulations applicable to publicly listed companies in Finland. The Board also ensures that good corporate governance is adhered to throughout the Group. The Board approves the Charters of the Board, the Audit Committee and the Human Resources Committee.
The Board shall not make decisions or take other measures that are conducive to conferring an undue benefit to a shareholder or another person at the expense of the Company or another shareholder. The Board shall act with due care and promote the interests of the Company and all its shareholders.
The Board convenes in accordance with a schedule agreed in advance and also as required. The Board also receives in its meetings current information on the operations, finances and risks of the Group. Board meetings are attended by the CEO, the CFO and the General Counsel (who acts as secretary to the Board). Members of the Executive Management Team and other representatives of the Company attend Board meetings at the invitation of the Board. Minutes are kept of all meetings. The Board conducts annually a self-assessment of its activities and working practices.