General

The Board’s role is to manage the company’s business in the best possible way and in its work protect the interests of the company and its shareholders. The Board of Directors is responsible for the company’s administration and the appropriate arrangement of its operations. The Board of Directors also ensures that the supervision of the company’s accounting and asset management is appropriate. The Board of Directors decides on matters of principle and on any issues that would have broad-ranging implications for the company.

Annual General Meeting elects each year at least four and at most eight members to serve on the company’s Board of Directors, which elects the Chairman and also, if necessary, the Vice Chairman from among its members. The term of office of the members of the Board of Directors ends at the conclusion of the first Annual General Meeting of shareholders held after their election.

Responsibilities

The operating principles and main duties of the Board of Directors have been defined in the Charter for the Board of Directors and include, among other things, to:

• Regularly evaluate the long-term goals and strategy of the company, as well as related business and other strategic plans of the company. The Board shall review other policies and guidelines drawn up by operative management that are material for the company
• Evaluation and monitor of corporate and financial reporting, risk management of the company’s operation and legal compliance
• Ensure that there are effective systems in place for monitoring and controlling the group’s operations and financial position compared to its stated objectives
• Deliberate and approve annual and interim financial statements and Board reports
• Deliberate and decide upon capital expenditures, investments and divestitures and other financial commitments that are material for the company
• Oversee the structure and composition of the company’s top management
• Appoint and discharge the CEO, and set out his or her respective remuneration and the employment conditions. In respect of the Chief Financial Officer and the other members of the company’s management team such matters are reviewed by the Nomination and Remuneration Committee upon the proposal of the CEO and finally decided by the Board.
• Ensure that the company’s external disclosure of information is marked by openness and is correct, timely, relevant and reliable, by way of, among other things, adopting a disclosure policy.

The Board of Directors’ performance, practices and procedures are evaluated annually.

Board compensation

The Annual General Meeting also determines the remuneration for the Board of Directors. The Annual General Meeting held on 29 March 2021 decided that the Chairman of the Board of Directors shall receive a fee of EUR 52 000 per year and members of the Board of Directors each shall receive EUR 36 750 per year. In addition, reasonable travelling expenses for the meetings shall be compensated and an attendance fee of EUR 500 shall be paid per Board of the Directors meeting. The chairpersons of the committees of the Board of Directors shall receive an attendance fee of EUR 500 and the committee members shall be paid an attendance fee of EUR 400 per committee meeting.

In the financial year 2020, a total of approximately EUR 222 000 in fees was paid to the members of the Board of Directors.

In 2020 the company did not pay remuneration for Board work in the form of company shares or rights entitling to shares.