Duties of the Board of Directors and CEO

Composition of the Board of Directors

According to the Company’s Articles of Association, Ahtium’s Board of Directors consists of at least three and not more than twelve members. The Board of Directors is quorate when more than half of the members are present. All the members of the Board of Directors are appointed by the General Meeting of Shareholders. The term of the Directors ends with the conclusion of the Annual General Meeting following the appointment of the Director.

The annual remuneration payable for Board and Committee work and the basis for its determination are decided by the General Meeting of Shareholders. Following the establishment of the Shareholders' Nomination Panel, the proposals to the General Meeting on the remuneration of the members of the Board are made by the Panel. There are no contracts on notice periods, remuneration or any other terms of appointment relating to a person’s status as a member of the Board.

As proposed by the Shareholders' Nomination Panel the Annual General Meeting of Shareholders held on 15 June 2017 in Espoo resolved the number of Board members to be three (3) and re-elected Mr. Tapani Järvinen, Mr. Stuart Murray, Ms. Solveig Törnroos-Huhtamäki.

The Board of Directors shall elect the Chairman and the Deputy Chairman amongst the members of the Board of Directors. In 2016 Mr. Tapani Järvinen has acted as the Chairman of the Board and Mr. Stuart Murray as the Deputy Chairman of the Board of Directors.

All the members of the Board of Directors elected by the Annual General Meeting held on 15 June 2017 have been serving up to the date of this statement. All three non-executive members of the Board, Mr. Tapani Järvinen, Mr. Stuart Murray and Ms. Solveig Törnroos-Huhtamäki, are deemed to be independent of the Company and its significant shareholders.

In 2016, the Board of Directors convened twenty official meetings. In addition to the official meetings of the Board of Directors active dialogue between the management, the Board and the Administrator of the corporate reorganisation was maintained.  

The main duties of the Board of Directors

The Board of Directors supervises the Company’s administration and the appropriate organisation of the Company’s operations. The Board also oversees the compliance of the operations with applicable rules and regulations and the Articles of Association of the Company as well as instructions given by General Meetings of Shareholders. The Board of Directors has general authority to decide on and act in any matters not specifically reserved by law or under the Articles of Association to any other governing body of the Company. The main duties and working principles of the Board are defined in its written charter.

The Board of Directors establishes the principles of the Company’s strategy, organisation, development, accounting and financial control and risk management as well as approves the budget of the Company. The Board of Directors also supervises and controls the operative management and appoints and dismisses the Chief Executive Officer of the Company. The Board of Directors approves the financial statements and interim reports of the Company. The Board decides upon matters not belonging to the day-to-day management of the Company led by the Chief Executive Officer and considered having major importance including significant engagements and investments by the Company.

The Chairman of the Board of Directors is responsible for the leadership of the Board and creating the conditions for effective decision-making and work of the Board. The Chairman shall, with help of the Company Secretary, set the agenda for the meetings of the Board and ensure the timelines for and quality of the information to be circulated to the members of the Board.

The Board of Directors is always obliged to act in the best interest of the Company and in a manner such that any actions or measures taken by the Board of Directors are not likely to allow unjustified benefit to any shareholder of the Company or to any third party. A Director may not participate in the decision-making process where a contractual undertaking between such Director and the Company is being discussed. When votes are cast, the majority opinion will be the decision of the Board of Directors. In case of a tie, the Chairman will have the casting vote. A tie in connection with an election will be decided by drawing lots.

During the whole year the Board of Directors paid special attention to the cash flow development of the Company, the measures taken in order for the Company to complete the corporate reorganization proceedings and setting up a new foundation for the Company’s future business endeavours. The Board of Directors has conducted a self-evaluation of its operations and working methods.

The Chief Executive Officer

The Chief Executive Officer (“CEO”) is responsible for the implementation of the Company’s strategy and for the day-to-day management of the Company’s affairs in accordance with instructions and directions given by the Board of Directors. The CEO may undertake acts considered unusual or extensive having regard to the scope and nature of the operations of the Company only with the authorisation of the Board. The CEO is also responsible for overseeing that the Company’s financial administration is in compliance with applicable laws and has been arranged in a reliable manner.

The CEO reports to the Board of Directors and provides the Board with information relating to the financial status of the Company, relevant business environment and other pertinent matters which are considered essential for the Board of Directors to fulfil its obligations.

The CEO of the Company is Mr. Pekka Perä.