Revenio Group Corporation’s Board of Directors
According to its Articles of Incorporation, Revenio Group Corporation’s Board of Directors is to be composed of no fewer than three (3) and no more than six (6) members.
The requirements set by the Company’s operation and its development phase will be considered with regard to the composition of the Board of Directors. A candidate to the Board of Directors must have the necessary qualifications for the position and the time to fulfill their duties. The number of members on the Board of Directors and its composition must enable efficient performance when the Board’s tasks are being managed.
The general meeting of shareholders elects the members of the Board. The Board elects its Chair from among its members. All members of the Board of Directors are non-executive directors. According to the Articles of Incorporation, the term of a member of the Board is one year beginning at the end of the general meeting of shareholders at which the member was elected and ending at the close of the next ordinary general meeting of shareholders.
Diversity of the Board of Directors
In order to ensure the diversity of the Board of Directors, the members’ competence, experience, and industry-specific knowledge must be taken into account when candidates are proposed as members of the Board. The Company strives to have both genders represented on the Board of Directors, and it aims to have members that represent wide-ranging and diverse perspectives. These Board diversity-related aspects were also taken into account in 2019 when identifying suitable candidates for Board members. The best candidate shall be elected, taking into account the above-mentioned selection criteria to support the diversity of the Board.
Responsibilities of the Board of Directors
The Board is responsible for the Company’s administration and the appropriate organization of the Company’s business operations. It makes decisions on principles governing corporate strategy, organization, accounting, and finances.
The Board appoints the Company’s President & CEO and, based on the CEO’s proposals, the members of the Group Management Team. It also ratifies the Company’s organization and structure. The Board has established an audit committee responsible for the tasks of an audit committee according to the Governance Code.
The Board has prepared a written charter of its operation, which is updated as necessary.
The Board holds regular meetings approximately once a month and more often as required. The Company ensures that all members of the Board of Directors have sufficient information on the Company’s operation, operating environment, and financial position, and that any new member of the Board receives induction into the Company’s operation.
As stipulated by its charter, the Board’s principal tasks are to:
- decide on Group strategy and ratify the strategies of the various business areas;
- approve the Group’s annual plan (budget);
- approve the Group’s financing and investment policies;
- ratify the Group’s risk management principles, and discuss the Group’s most important risks and factors of uncertainty;
- confirm and ratify the Group’s insurance policy;
- discuss and approve the consolidated financial statements, interim financial reports, stock exchange releases pertaining to these, and the review of operations;
- significant contracts;
- decide on specific investments, acquisitions, divestments, corporate reorganization and commitments that have strategic or financial importance;
- decide on rules concerning management authorizations;
- decide on the Group’s high-level structure and organization;
- appoint and dismiss the President & CEO, approve the CEO’s service contract, and decide on the CEO’s salary, benefits, and other financial remuneration;
- approve the appointments of the members of the Group Management Team, the Managing Directors of subsidiaries, their salaries and financial benefits;
- decide on the remuneration schemes of the Revenio Group, including the granting of share-based bonuses within limits set by the AGM.
The Board’s decision-making
The task of Revenio Group Corporation’s Board of Directors is to further the interests of the Company and all of its shareholders. Members of the Board do not represent the entities or persons who nominated them for election. Members of the Board are disqualified from participating in the management of matters or transactions taking place between themselves and the Company. Voting is based on the simple majority vote principle. In the case of an even vote, the proposal supported by the Chair will prevail.
The Board’s meeting procedures and self-assessment
The Chair is responsible for convening and presiding over the Board meetings. The Board has not assigned to its members any particular areas of business to be monitored. The Board annually reviews its operation and procedures, and performs self-assessments at necessary intervals.