Board Practises

1. Board practices and composition
The Board of Directors represents all stakeholders and serves their mutual interests. None of the Board members are operational managers in the company. The CEO participates in Board meetings as a presenting officer. In addition to the CEO, the Board of Directors may invite other members of the management to its meetings.

The Board elects a Chairman, a Deputy Chairman, a Controlling Committee and a Staff Committee from among its members. The Board also elects a secretary for each meeting.


2. The principal duties of the Board of Directors
The Board of Directors is responsible for strategic supervision and for monitoring the company's business operations. It is also responsible for developing the company's corporate governance principles and for appointing, supporting and releasing the CEO.


3. The duties of the Members of the Board of Directors and the Committees

3.1 Chairman of the Board of Directors
The Chairman of the Board conducts the work of the Board of Directors, and prepares the Board meetings together with the CEO. The Chairman of the Board represents together with the CEO the company in meetings with various interests groups, and participates, if necessary, in planning and meetings related to company acquisitions and/or mergers. The Chairman of the Board prepares the appointment and release of the CEO, and he/she also acts as the CEO:s superior.

3.2 Deputy Chairman of the Board
If the Chairman is temporarily unable to perform his/her duties, the Deputy Chairman conducts the work of the Board and prepares the Board meetings together with the CEO.

3.3 Controlling committee
The Board elects from among its members a controlling committee with at least three members.

The Controlling Committee goes carefully through the company's financial statements and the contents of the interim reports as well the internal and external monitoring systems.

The Controlling Committee oversees the company's results progress, budgeting principles and budgeting.

The Controlling Committee gets familiar with the company's systems for financial administration.

The Controlling Committee may invite to its meetings the auditor, the CEO as well as the Financial and Administrative Manager.

3.4 Staff Committee
The Board elects from among its members a Staff Committee with at least two members.

The Staff Committee participates in defining staff policy, especially the wage policy, benefits policy and employment policy. The Staff Committee also participates in planning the company's incentive policy for the staff and the management.

The Staff Committee monitors and oversees staff training and development principles and activities, and monitors and oversees the quality assessment of the company's experts.

The Staff Committee monitors and oversees decisions that relate to the company's staff.

The Staff Committee monitors and oversees the preparation and implementation of operating plans related to staff administration.

3.5 Nomination Committee
The Board elects from among its members or from outside the Board a Nomination Committee, the task of which is to prepare the nomination of future board members. The members of the Nomination Committee should either be independent Board members or come from outside the Board of Directors. The CEO and the Chairman of the Board of Directors cannot be members of the Nomination Committee.


4. Board practices
The Board of Directors normally meets for regular meetings once a month, except in June. In addition to regular meetings extra Board meetings are called if necessary. A Board meeting can also be arranged as a telephone conference.

4.1 The Board of Directors' annual plan
The principal agenda of the monthly Board meetings:

  • January: Evaluation of Board performance
  • February: The financial statements
  • April: Q1 interim report May: Customer satisfaction
  • June: Strategy meeting
  • August: Six-month interim report
  • September: Pricing for the coming year, operational goals, budget targets and budget frames
  • October: Q3 interim report, staff satisfaction
  • November: Objectives for the coming year, operational plan, incentive bonuses and the budget.

4.2 Issues to be dealt with
In addition to the issues listed in the annual plan and that the Board deals with at its regular monthly meetings, the Board always goes through CEO's review of the present situation as well as other current issues that have been prepared for the meeting. These issues include at least the following: significant investments as well as financing, guarantee and assurance issues, major changes to the company's business strategy, decisions regarding new service concepts, products and markets, business acquisitions, as well as decisions related to salary revisions for the CEO and his/her direct subordinates.

4.3 Board meeting preparations and minutes
The CEO and the Chairman are together responsible for the preparation of the Board meetings. If necessary, they prepare the issues to be dealt with together with the Board's committees. The CEO delivers to the Board members an agenda on the issues to be dealt with and material related to these in good time beforehand by email or mail. The Board members are expected to have read and understood the material that has been sent to them in advance, so that the Board meeting can concentrate on making analyses and deciding on measures. The Board meeting minutes, which are consecutively numbered, are delivered to the Board members within one week of the meeting.

4.4 Reporting to the Board
The CEO's report on the current situation (monthly report) includes: the income statement and balance sheet for the previous month, profit per business unit, turnover and profit forecast for the running month, and an account of the company's order volume and tender prospects as well as other current reports. When giving the report on the current situation, the CEO should, if needed, comment on the following: budget deviations, significant deals won or lost, significant project deliveries, outlook, significant current events and overdue receivables.

 

 

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