Board of Directors
According to the Destia Group Oyj Articles of Association, the Company has a Board of Directors consisting of three to eight (3–8) members. The General Meeting appoints all Board members in addition to appointing the Chair of the Board. The term of the Board members lasts from appointment until the end of the next Annual General Meeting. The Board of Directors has a quorum, when at least half of its members are present. In the event of a tie vote, the Chair shall cast the deciding vote.
At present, the Board of Directors has five members. On July 1, 2014, the General Meeting appointed Panu Routila (Chair), Arto Räty (Vice Chair), Jacob af Forselles, Matti Mantere and Solveig Törnroos-Huhtamäki as members of the Board of Directors. All Board members are independent of the Company and of the owner, with the exception of Panu Routila and Jacob af Forselles, who are not independent in their relationship to the Company’s shareholder. The Board decided not to conduct the annual evaluation of the Board’s operations and working methods during 2014 due to the fact that the current Board has been working only a part of the year.
Charter of the Board of Directors
In accordance with the Companies Act and the Company’s Articles of Association, the Board of Direc-tors is charged with certain tasks and duties.
The Board represents the shareholder of the Company and its duty is to promote the best interest of the Company and its shareholder. The Board is responsible for the administration and the proper organisation of the operations of the Company. The Board of Directors ensures that the control of the Company’s accounting and financial management is adequately arranged.
In accordance with the Charter, the duties and tasks of the Board of Directors are as follows
a) to ensure that the Company is managed according to sound business principles and that the reporting, controls and risk management are adequate;
b) to ensure that the Company’s and the Group’s financial statements, interim reports and the annual report are prepared in accordance with the legislation, and to make a proposal to the General Meeting on the use of distributable profits of the Company;
c) to propose to the General Meeting the matters that shall be decided upon by the shareholders, excluding proposal for appointment and remunerating the Board members and Chair;
d) to attend to such administrative matters that have not been entrusted to the President and CEO;
e) to appoint and dismiss the President and CEO and the Deputy CEO, and to determine their compensations and other material terms of their contracts;
f) after consultation with the President and CEO to appoint and dismiss the executive officers reporting to the President and CEO and the internal auditor of the Company and to determine their compensations;
g) to approve the Company’s strategy and to oversee its implementation;
h) to establish the organisational and business structure at the Group’s executive level;
i) to approve the Group’s financial and operative targets, annual business plan and budget and to oversee the performance of the same:
j) to approve the Group’s annual investment plan as well as all investment proposals exceeding the President and CEO’s mandate to invest;
k) to approve the Company’s Finance policy and to determine the President and CEO’s mandate for short-term borrowing, and to decide upon long-term borrowing as proposed by the President and CEO;
l) to decide upon establishing subsidiaries and upon material changes affecting the same, mergers and acquisitions, investments and divestments of real estate and other substantial fixed assets as well as using properties as collateral and providing collateral for subsidiary or third-party obligations;
m) to approve tenders, sponsorship and non-production-based service and acquisition agreements, that exceeds the President and CEO’s mandate as stated in Charter of Destia Group for approval and authorization, appendix 1.
n) to establish the principles in respect of the Group’s personnel policy and to approve the Company’s personnel’s and its management’s incentive programmes, short and long term incentive structures and the persons included in the same as well as the remuneration to be paid on the basis of these systems;
o) to approve the Group’s ethical guidelines and working methods;
p) to ensure that the Group’s internal control is adequately arranged;
q) to ensure that the internal audit function is adequately arranged and that the internal audit key principles for auditing work have been defined;
r) to evaluate the independence of the members and to report which of them are independent of the Company and which are independent of the shareholder;
s) to approve the Charter of the Board of Directors and to establish the Committees of the Board and their compositions and charters; and
t) to attend to any matter that does not according to the law belong to the General Meeting, provided that the Chairman of the Board together with the President and CEO have agreed upon bringing the matter to the Board’s attention or provided that a Board member has brought the matter to the Board’s attention by informing the Chairman in advance.
Meetings and compensation
As a rule, the Board of Directors convenes once a month. During July 1 - December 31, 2014, the Board of Directors convened 6 times. The average rate of Board member participation was 97 per cent.
In 2014, the following compensation for the members of the Board of Directors within Destia Group was decided at the General Meeting:
- monthly compensation for the Chair: EUR 3,300;
- monthly compensation for the Vice Chair: EUR 1,800; and
- monthly compensation for Board member: EUR 1,500.
- In addition to the monthly compensation, all members of the Board shall be paid EUR 600 each as a participation fee for every Board and Committee meeting.
- No monthly nor participation compensations shall be paid to Board members representing the shareholder or Destia Group.
Compensation paid to the members of Destia Group Board of Directors July 1 – December 31, 2014
|af Forselles Jacob||-|
Two permanent committees assist the Board of Directors by preparing matters within Destia Group: the Audit Committee, and Nomination and Remuneration Committee. During its annual organisational meeting, the Board of Directors decides on the members of the permanent committees, both of which consist of at least three members. Committee members are appointed for the duration of the Board term. The Chair of the Board of Directors serves as the Chair of the Nomination and Remuneration Committee. The Chair of the Audit Committee is chosen by the Board of Directors. At their discretion, the committees may make use of outside advisers to assist them in their tasks. The Board of Direc-tors confirms the central duties and charters of the committees. Furthermore, an Advisory committee consisting of two Board members was established during the year.
The Audit Committee assists the Board of Directors in its supervising and control duty. The Audit Committee does not make independent decisions, but its purpose is to prepare matters related to the Company's finances and controls as well as maintain contact with external auditors and the internal audit function. The committee regularly reports on its activities to the Board of Directors. A Charter has been approved for the Audit Committee.
Members of the Audit Committee must have an expertise in accounting, bookkeeping, external auditing, internal auditing or accounting practices, in addition to which they must be independent of the Company.
In accordance with the Charter, the Audit Committee is responsible for:
- monitoring the reporting process of financial statements;
- supervising the financial reporting process;
- monitoring the efficiency of the company’s internal control, internal audit and risk management systems;
- reviewing the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which is included in the Company’s Corporate Governance Statement;
- monitoring the statutory audit of the financial statements and consolidated financial statements;
- evaluating the independence of the statutory auditor and audit firm, particularly the provision of related services to the Company; and
- preparing the proposal for resolution on the election of the auditor.
In addition to the above-mentioned duties, the committee is also responsible for:
- monitoring the financial position of the Company;
- approval of the internal audit charter;
- revision of the plans and reports of the internal audit function;
- contacts with the external auditor and revision of reports that the auditor prepares for the Audit Committee; and
- the committee gives its opinion on possible mergers and acquisitions in respect of the valuation of the companies as well as risk management.
The above list of the Audit Committee’s duties is not exhaustive. The Audit Committee may address another matter or task, considered to be necessary for the purpose of monitoring internal control, financial reporting, supervision of laws and regulations, or assessment or control of risk management.
The Audit Committee was composed of Solveig Törnroos-Huhtamäki as Chair and Jacob af Forselles and Arto Räty as members July 1 – December 31, 2014. All Audit Committee members are independent of the Company and, with the exception of Jacob af Forselles, also independent in their relationship to the Company’s shareholder.
The Audit Committee convened 3 times during July 1 – December 31, 2014. The member participation rate in Audit Committee meetings was 88 per cent. The auditor with principal responsibility as well as the internal auditor also participated in the Committee meetings.
Nomination and Remuneration committee
The Nomination and Remuneration Committee assists the Board of Directors in performing tasks related to the nomination and compensation of the President and CEO and other Company management. The Committee has no independent decision-making powers, but its purpose is to, among other things, prepare nominations for the President and CEO and other Company management as well as address matters involving compensation and development of the same. The committee is also responsible for preparing the principles of the compensation and incentive systems. The Committee reports on its activities to the Board of Directors. A Charter has been approved for the Nomination and Remuneration Committee.
In accordance with the Charter, the key duties of the Nomination and Remuneration Committee are:
- preparation of matters pertaining to the appointment of the President and CEO and other executives as well as the identification of their possible successors;
- preparation of matters pertaining to the remuneration and other financial benefits of the President and CEO and other executives;
- preparation of matters pertaining to the remuneration schemes of the Company;
- evaluation of the remuneration of the President and CEO and other executives as well as seeing to it that the remuneration schemes are appropriate;
- preparation of the annual evaluation of the Board’s operations and working methods; and
- monitor the level of executive management compensation in peer companies.
The above list of the Nomination and Remuneration Committee’s duties is not exhaustive. The Committee may take some other task under preparation involving compensation and nomination matters.
The Nomination and Remuneration Committee was composed of Panu Routila (Chair) with Matti Mantere and Arto Räty as members July 1 - December 31, 2014.
The Nomination and Remuneration Committee convened 2 times during July 1 – December 31, 2014. The member participation rate in the Nomination and Remuneration Committee was 100 per cent.
The Advisory Committee assists the Board of Directors and the company management in certain business projects defined during its establishment. The Advisory Committee consists of the Board members Matti Mantere and Arto Räty. In addition to that an external advisor attends the Committee meetings when deemed necessary. The Advisory Committee convened once in 2014. The member participation rate was 100 per cent. The Committee does not have the charter.