The Board of Directors is responsible for Anora's administration and the appropriate organisation of its operations.
According to Anora's Articles of Association, the Board comprises a minimum of three and a maximum of seven members. The Annual General Meeting elects the members of the Board and appoints the Chairman and the Vice Chairman annually. The term of the members of the Board ends at the close of the next Annual General Meeting following their election. The Nomination Board prepares a proposal on the composition of the Board to the Annual General Meeting for its decision.
The Board is responsible for the administration of Anora and the appropriate organisation of its operations. The Board is responsible for the appropriate arrangement of the supervision of the company’s accounts and finances. The Board decides on significant group-wide matters of principal importance. The Board appoints and dismisses the CEO, supervises his or her actions, and decides on his or her remuneration and other terms and conditions of service. The Board also makes decisions on the strategy, investments, organisation and financial affairs of the company.
The Board will deal with all matters pertaining to its area of responsibility in accordance with Finnish law, the Articles of Association, the Finnish Corporate Governance Code, as amended from time to time, as well as other rules and regulations applicable to publicly listed companies in Finland. The Board also ensures that good corporate governance is adhered to throughout the Group. The Board approves the Charters of the Board, the Audit Committee and the Human Resources Committee.
The Board shall not make decisions or take other measures that are conducive to conferring an undue benefit to a shareholder or another person at the expense of Anora or another shareholder. The Board shall act with due care and promote the interests of the company and all its shareholders.
The Board convenes in accordance with a schedule agreed in advance and also as required. The Board also receives in its meetings current information on the operations, finances and risks of the Group. Board meetings are attended by the CEO, the CFO and the General Counsel (who acts as secretary to the Board). Members of the Executive Management Team and other representatives of the company attend Board meetings at the invitation of the Board. Minutes are kept of all meetings. The Board conducts annually a self-assessment of its activities and working practices.
More information about the members of the Board of Directors here.
Anora's Board of Directors may establish specific committees to assist the Board in the preparation and performance of the Board duties and responsibilities and determine their sizes, compositions and tasks. The Board has established the following two committees: the Audit Committee and the Human Resources Committee. The Board has adopted written charters for each permanent committee setting forth purposes, composition, operations and duties of each committee as well as qualifications for committee membership and elects the members and the chairman of the committees from among its members.
In addition to the Audit Committee and Human Resources Committee, the Board may in individual cases appoint ad hoc committees for the preparation of specific matters. Such ad-hoc committees do not have Board-approved charters and the Board does not release information on their term, composition, number of meetings or the members’ attendance rates.
The Board committees do not have independent decision-making authority in matters within the competence of the Board, but it assists the Board by preparing such matters. The Board committees shall regularly report on their work to the Board.
The Audit Committee shall have a minimum of three members. The majority of the Committee members must be independent of Anora, and at least one must be independent of the company’s significant shareholders.
The Committee as a whole must have the expertise and experience required for the performance of the duties and responsibilities of the Committee. Without limiting the applicable requirements, desirable qualifications for Committee members include appropriate understanding of accounting practices and financial reporting gained through education or experience in performing or overseeing related functions. At least one Committee member must have competence in accounting or auditing and the Committee members as a whole must have competence relevant to one or several of the sectors in which Anora operates.
According to its Charter, the Audit Committee assists the Board in fulfilling its oversight responsibilities of Anora’s financial reporting process and in monitoring the statutory audit of the company and assists the Board in its oversight of matters pertaining to financial reporting, internal control, internal audit and risk management, and by making proposals on such matters to the Board.
In addition, the duties of the Audit Committee include preparatory work on the decision on electing the auditor, the evaluation of the independence of the auditor, particularly the provision of related services to Anora and carrying out other tasks assigned to it by the Board. Among its other duties, the Audit Committee monitors the efficiency of the system of internal control and risk management, and the audit process.
The members of the Audit Committee are: Jyrki Mäki-Kala (chair), Christer Kjos and Annareetta Lumme-Timonen.
The Human Resources Committee shall have a minimum of three members. The majority of the Human Resources Committee members must be independent of the company. The Committee must possess the expertise and experience required for the performance of the duties and responsibilities of the Committee. The CEO or any other person in Anora's management may not be a member of the Committee.
According to its Charter, the Human Resources Committee assists the Board by reviewing and preparing matters related to the remuneration principles of Anora, the performance and remuneration of Executive Management Team and personnel as well as executive management appointments and reviewing appropriate succession planning procedures for executive management, and by making proposals on such matters to the Board.
The members of the Human Resources Committee are: Atle Vidar Nagel Johansen (chair), Florence Rollet and Rebella Tallmark
The election and composition of Anora's Board of Directors is also guided by the principle of diversity to ensure that the company has a skilled, competent, experienced and effective Board. Diversity is an essential quality of a well-functioning Board. The Board must at all times be able to react to the requirements of the company’s business and strategic objectives, and support and challenge management in a proactive and constructive manner. A diverse composition of the Board supports and caters to the current and future needs in the successful development and growth of Anora. The Nomination Board shall consider these principles of diversity in connection with preparing its proposals to the Annual General Meeting concerning the nomination of directors.
A diverse composition of the Board includes complementary education, competence and experience of its members in different professional fields and management of business in different development phases as well as the personal qualities of each Board member, all of which add to the diversity of the Board. Diversity is also supported by relevant experience in fields and markets that are strategically significant for Anora, now and in the future, by strong and relevant acumen in international environments and businesses, and by a diverse age, term of office and gender distribution.
Both genders shall be represented on the Board and Anora's aim is to maintain a good and balanced gender distribution. As a means to maintain a balanced gender distribution in the Board, the Nomination Board seeks to include representatives of both genders in the Board candidates search and evaluation process. The status of diversity and progress in achieving the aforesaid objective will be monitored by the Nomination Board in its assessment discussions and reported in the corporate governance statement.