This agenda was approved by the Board of Directors at its organisational meeting on 16 March 2017.
The Board’s agenda completes the legislation in force and Lassila & Tikanoja plc’s Articles of Asso-ciation. In addition, Lassila & Tikanoja plc complies with the Finnish Corporate Governance Code issued by the Securities Market Association on 15 June 2010.
Composition of the Board
The key regulations applying to the company’s Board of Directors are included in the Limited Liabil-ity Companies Act and Article 4 of the company's Articles of Association.
The Chairman of the Board shall handle the tasks allocated to him in accordance with the legislation in force. The Chairman's duties include monitoring and ensuring that the Board fulfils the duties al-located to it in accordance with the legislation in force and the Articles of Association.
The Board of Directors has an Audit Committee and a Personnel Committee. The purposes and duties of these committees are defined in the committees’ agendas.
Qualification and independence of members of the Board
Members of the Board must have the qualifications and expertise required for the task. Board members shall be inducted in the company's operations, including business sectors, risk manage-ment and financial reporting.
The Board shall evaluate the independence of its members in accordance with item 15 of the Cor-porate Governance Code.
The Board of Directors is responsible for the management of the company and the proper ar-rangement of the company’s operations as well as for the proper arrangement and supervision of the company’s accounting and financial management. The Board of Directors decides upon mat-ters which, considering the scope of the company's operations, are of major importance. The Board of Directors is also responsible for the duties specified in the Limited Liability Companies Act and the Articles of Association, and in other regulations.
The duties of the Board of Directors include:
1. confirming the company’s goals;
2. determining the corporate strategy and confirming divisional strategies;
3. establishing a dividend policy and bearing responsibility for the development of shareholder val-ue;
4. determining the group structure and organisation;
5. ensuring the operation of the management system;
6. processing and adopting each interim report, consolidated financial statements and annual report;
7. confirming the Group's operating plan, budget and investment plan;
8. determining strategically or financially significant investments, corporate acquisitions, di-vestments or other arrangements, as well as financing arrangements and contingent liabilities;
9. confirming the treasury, risk management, disclosure and insurance policies and the operating policies of internal control;
10. appointing and dismissing the President and CEO and supervising and evaluating his work;
11. deciding on matters related to the appointment of the President and CEO's immediate sub-ordinates as well as salaries and other financial benefits.
The Board of Directors will convene as often as its duties require. The Board will confirm its annual, regular meetings. Meetings held annually prior to the publication of the financial statements and each interim report, strategy meeting, budget meeting and other meetings confirmed in the annual programme of the Board, are considered regular meetings. In addition to regular meetings, the Board may hold extraordinary meetings, which can also be held over the telephone.
Minutes are prepared of Board meetings, subject to the signature of the company CEO and Board Secretary and all members of the Board of Directors participating in the meeting. These minutes are kept at the company’s headquarters.
At the meetings, matters are presented by the President and CEO and the General Counsel serves as secretary. The President and CEO is responsible for ensuring that the Board is provided with sufficient information for assessing the operation and financial situation of the company. He also supervises and reports to the Board on the implementation of the Board’s decisions.
Evaluation of the Board's performance
The evaluation of the performance and working methods of the Board is conducted annually as an internal self-evaluation.