Vapo Oy’s Board of Directors comprises a minimum of four and a maximum of eight members elected, as stipulated by the Shareholders’ Agreement, by the General Meeting for a term of one year. The chairman and vice chairman are elected by the General Meeting 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 two shareholders that participate in the selection process. The election of the Board members complies with the guidelines concerning the realisation of diversity issued by the Ownership Steering Department in the Prime Minister’s Office.
The composition of Vapo Oy’s Board of Directors complies with the independence requirements of the Corporate Governance Recommendations.
Vapo Oy’s Board of Directors is responsible for managing and supervising Vapo in accordance with the Finnish Limited Liability Companies Act, the company’s Articles of Association, the Board’s Standing Orders and the shareholders’ instructions.
The Board of Directors acts as an independent body as defined in the Corporate Governance Recommendations. Its aim is to make decisions concerning business operations and supervise the companies as required by law in the best interests of the company, thus ensuring the increase in the value of the company in the long term. 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 set targets in an ethical manner.
The Board of Directors decides on the main operating policies and matters that are important in relation to the size of the Group or that are outside the normal scope of operations of the Group, or on issues that the Board itself defines as matters to be dealt with and decided upon by the Board of Directors. The main tasks for the Board of Directors are listed on the agenda (Appendix 2).
The Board of Directors appoints the Audit Committee and the Personnel Committee from among its number.
The task of the Audit Committee is to prepare, direct and evaluate financial reporting as well as auditing, internal audits, risk management, judicial risks and internal auditing systems. The Audit Committee is comprised of three members appointed by the Board of Directors from among its number. The Audit Committee meets whenever necessary but at least twice a year led by the Chairman of the Committee. The Committee’s agenda is attached (Appendix 3).
The task of the Personnel Committee is to propose a management salary and remuneration system to the Board of Directors and prepare any significant organisation and appointment issues. The Personnel Committee is comprised of three members appointed by the Board of Directors from among its number. The Personnel Committee meets when necessary. The Committee’s agenda is attached (Appendix 4).
The Nomination Committee referred to in the Corporate Governance Recommendations is not necessary.
The Committees of the Board assist it by preparing matters for the Board. The Committees report regularly to the Board of Directors.
The Board of Directors monitors and assesses its working methods with annual internal reports.
The remuneration of the Board of Directors is described in more detail in the section “Remuneration of Senior Management”.