Board of Directors

Proposals and elections concerning Board members account for the diversity of the future Board of Directors, including representation by both genders as well as competence and experience that is adequate with regard to the Company’s requirements.

The majority of the Board members must be independent of the Company. In addition, at least two of the members belonging to this majority must be independent of the Company’s major shareholders. Independence is evaluated in accordance with Recommendation 10 of the Finnish Corporate Governance Code.

The Annual General Meeting decides on the remuneration of the Board of Directors.

The main tasks and duties of the Board of Directors are to:

• • oversee the management and business operations of Componenta and make major decisions related to its strategy, capital expenditure, organization, corporate restructuring and financing;
  • appoint the President and CEO and the members of the Group’s Corporate Executive Team, and approve the organizational structure and the principles for incentive schemes;
  • ensure that the company’s accounting, supervision of financial management and risk management have been arranged appropriately;
  • approve the key operating principles and values, and confirm the annual business plans and budgets;
  • make proposals to the General Meetings and convene the meetings.

The Company ensures that the members of the Board of Directors are provided with the information they need to take care of their duties. New Board members are inducted into the Company and its operations.

The Board meets when it is convened by the Chairman or, in the Chairman’s absence, by the Vice Chairman. The Board forms a quorum when more than half of the members are present, one of whom must be the Chairman or Vice Chairman. Componenta’s General Counsel serves as secretary to the Board meetings.

The Board of Directors evaluates its own operations and working methods in the form of an internal self-evaluation annually under the leadership of the Chairman. The Board also reviews corporate governance annually and amends it when required.