Last edited: 29.3.2019

Composition and duties

The duties of the Company’s Board of Directors are set forth in the Companies Act and other applicable legislation. The Board of Directors is responsible for the management of the company. Its responsibilities include, inter alia, to: deliberate and decide on the Company’s strategy; confirm the business plan and budget as well as financing transactions (as far as not falling into the responsibility of the shareholders); deliberate on and approve interim reports and/or interim management statements, the annual accounts and the Board’s reports; confirm internal control and risk management systems and reporting procedures; decide on possible bonus and incentive schemes for the management and possible general or special pension schemes, profit sharing schemes or bonus schemes for employees of the Company; decide on any contracts which, given the scope and nature of activities of the Company, are of unusual nature, or significant importance such as long-term lease contracts; decide on related party transactions; and appoint or dismiss the CEO. Other employees belonging to the management team of the Company are appointed by the CEO and approved by the Board of Directors.

As the Company does not have a separate audit committee, the Board is also responsible for the duties of the audit committee. These include the following: Monitor and supervise the reporting process of the Company’s financial statements such as annual financial statements, interim reports, annual and half-yearly releases; Monitor and supervise the Company’s financial reporting; Monitor and regularly evaluate the efficiency of the Company’s internal control and risk management systems and its internal audit function, and any descriptions of these systems and functions in the Company’s disclosures; Monitor the statutory audit of the financial statements and consolidated financial statements; Evaluate the performance and independence of the external auditor; Approve the external auditor’s annual audit fees under the guidance given by the shareholders at the Annual General Meeting; Prepare the decision concerning the election of the auditor.

The Company’s Board of Directors consists of 3-6 regular Members. The term of the Members of the Board of Directors ends at the end of the first Annual General Meeting of Shareholders following the election. The Board of Directors elects a Chairman from among its Members for the duration of one year at a time. Board of Directors has set up three committees; Nomination, Remuneration and Working committee.

In 2018, the Board of Directors convened 22 times of which four were conference calls. The attendance at the meetings was 100 percent.