The Annual General Meeting of Vapo Oy annually appoints a minimum of 4 and a maximum of 8 members to the company’s Board of Directors in the manner specified in the Shareholders’ Agreement between the company’s owners. The chairman and vice chairman are appointed in the manner stipulated by the Shareholders’ Agreement. The company does not deem it necessary to provide information on candidates for Board of Directors membership because the company only has three shareholders that participate in the selection process. The appointment of the Board members complies with the guidelines concerning the realisation of diversity issued by the Ownership Steering Department of the Finnish Prime Minister’s Office.
Vapo Oy’s Board of Directors sees to the administration of the company and the appropriate organisation of its operations. The Board of Directors is also responsible for the appropriate arrangement of the control of the company accounts and finances. Vapo Oy’s Board of Directors is responsible for managing and supervising Vapo in accordance with the Limited Liability Companies Act, the Articles of Association, the Board’s charter and the shareholders’ instructions in such a way that the decisions are in the company’s interest and support the growth of the company’s value.
The Board must ensure that it has adequate information at its disposal to attend to its duties. The Board must ensure that the Group operates in accordance with approved business principles and sets targets in an ethical manner.
The Board appoints and discharges the CEO, supervises the CEO’s work and decides on the CEO’s remuneration and other terms of employment. The Board also appoints and discharges the CEO’s direct subordinates and decides on their remuneration. In addition, the Board decides on the mission, strategy and values of the Company and monitors the realization thereof and approves the company’s operating policies.
The Board organises the internal audit and prepares the audit plan in collaboration with the CEO. The Board monitors and assesses its working methods with annual internal reports.
The Board also decides on significant expansions and contractions of operations as well as the Group companies’ investments exceeding EUR 3 million and other significant investments, other long-term expenditure, assignments of property and financing arrangements. Board meetings are attended by the CEO as a presenter and the company’s Chief Financial Officer. Other members of the Group Management Team and senior management attend the meetings when necessary.
The Chief Legal Officer acts as the Secretary of the Board of Directors.
The main tasks of the Board of Directors are specified in the Board’s charter (Appendix 2).
For members of the Board of Directors appointed on proposal by the State, the preferred duration of the term is 5–7 years pursuant to the Government Resolution on State Ownership Policy.
FY 5-12/2019 At Vapo Oy’s Annual General Meeting held on 5 September 2019, Jan Lång, Markus Tykkyläinen, Tuomas Hyyryläinen, Juhani Järvelä, Risto Kantola, Kirsi Puntila, Minna Smedsten and Maija Strandberg were appointed to the Board of Directors. Jan Lång was appointed as Chairman and Markus Tykkyläinen as Vice Chairman.
The Board of Directors convened 10 times during the financial year 1 May–31 December 2019. Key themes and issues dealt with by the Board of Directors included the Kekkilä-BVB merger and monitoring the integration of the companies, the start-up of the Carbons business, the transfer of the Heat & Power business to the subsidiary Nevel Oy, sustainability, issuing a MEUR 100 bond and the valuation of peat assets.
The members of the Board of Directors do not hold any shares in Vapo Oy or its subsidiaries and they are independent of the company.
The remuneration of the Board of Directors is described in more detail in the section Remuneration of Senior Management.