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 Prime Minister’s Office. The Board of Directors is convened at least 6 times per year.
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 defines the long-term targets for the company’s operations, the primary strategies required for the achievement of the targets 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.
The Board of Directors convened 15 times during the financial year 1 May 2018–30 April 2019. The members’ attendance in the meetings of the Board of Directors is shown in the table below. Key themes and issues discussed by the Board of Directors included revising the Group’s strategy and monitoring strategic targets, the Kekkilä-BVB merger and monitoring the integration of the companies, the start-up of the Carbons business, sustainability, updating the Group’s policies and investments.
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.