Rules of Procedure of the Board of Directors


According to the Articles of Association, in addition to matters specified in the Limited Liability Companies Act, other legislation and the Articles of Association, the Board of Directors among other things:

  • defines the principles of remuneration of senior management
  • approves incentive plans for the CEO and staff
  • appoints and dismisses the CEO and decides on the terms of employment
  • confirms the strategy and annual budget and monitor their implementation
  • processes and approves interim reports and financial statements
  • handles and approves stock exchange releases published on behalf of the Board
  • approves major acquisitions and investments as well as other particularly significant decisions
  • approves the dividend distribution policy and makes a proposal to the Annual General Meeting on the distribution of dividends
  • monitors the implementation of internal control, internal audit and risk management
  • handles all agreements and business transactions with the company’s management team, their close associates and controlled companies
  • handles other matters which the Chairperson of the Board and the CEO have agreed to be considered by the Board or which otherwise fall within the decision-making authority of the Board on the basis of the Companies Act, other laws, the Articles of Association or other possible provisions. The Rules of Procedure also define in more detail e.g. duties of the Chairperson of the Board, induction of the members of the Board, independence and evaluation of the Board’s activities, and organization of Board meetings.