Board duties

The board of directors of Okmetic Oyj, which is the chief operative decision-maker of the company, manages the company in compliance with the Limited Liability Companies Act and the articles of association.

The board of directors is responsible for managing the group together with the president. The board of directors has general authority in all matters that have not been specifically assigned to another body.

Essential tasks of the board of directors include: 

  • Taking care of the group's administration and the appropriate arranging of operations, accounting, and financial management
  •  Deciding on the group's strategy and overseeing its implementation
  • Approving the group's annual plans and revisions to them
  • Deciding on investments and sales of assets that have strategic significance or that are extensive in scope
  • Deciding on significant financial arrangements and risk management
  • Preparing the agenda for the general meeting and ensuring that the decisions of the general meeting are implemented
  • Defining the dividend policy
  • Defining long-term objectives for growth, solidity, and profitability
  • Deciding on appointing and dismissing the company's president and possible deputy to the president and establishing the conditions of their terms of office
  • Deciding on incentive schemes for the group
  • Ensuring that the company's values are upheld
  • Overseeing the process of preparing the financial statements
  • Overseeing the financial reporting process
  • Overseeing the efficiency of internal control and risk management systems
  • Discussing the description, which is given out in Okmetic's corporate governance statement, and which deals with the main features of the internal control and risk management systems pertaining to the financial reporting process 

Meetings

The board of directors convenes principally monthly and actively monitors the management’s operation. The board of directors has quorum when all of its members are present.

In its meetings the board of directors sets guidelines for the company’s targets and yearly action plans. Meetings are convened according to the yearly agreed timetable. The main matters agreed on along with the timetable and also other current issues are discussed in the meetings. Members of the group’s executive management group take part in the meetings on board's request when needed.

Permanent committees and committees

The board of directors has not founded any permanent committees to deal with its duties. However, the board of directors can decide to form committees of its members to prepare matters. The committees convene when necessary. Board members who do not belong to the committee also have the right to take part in committee meetings, if they so desire.The matters prepared by the committee are then addressed and decided on in the meetings of the board of directors. Previously, the board of directors has formed committees for appointing the president, strategy work, and making arrangements for the group financing, for example. The board of directors is responsible for duties of the audit committee as defined in the Corporate Governance Code.

Assessment of operations

The board of directors assesses its operations and working methods on a yearly basis in order to improve its operation. Self-evaluation examines work-efficiency, the size and composition of the board, and the preparation of matters discussed in meetings. As for decision making, the transparency and scope of discussion are evaluated as well as member’s possibility to independent decision making. In addition, an expert advisor has been used in the assessment of operations.