Board of Directors
According to the Articles of Association, the Board of Directors of Aspo Plc comprises no fewer than five and no more than eight members. The number of members of the Board is determined at the shareholders’ meeting, where its members are also elected. The members of the Board of Directors elect a chairman and a vice chairman from amongst themselves.
Seven members were elected at the Annual Shareholders’ Meeting of 2012. The members’ term of office ends at the conclusion of the Annual Shareholders’ Meeting following their election.
More than half of the members present, including either the chairman or the vice chairman of the Board, constitute a quorum.
Aspo Plc's Board of Directors has established an audit committee. No other committees have been established by the Aspo Board.
The duties and responsibilities of the Board of Directors are set out in the Articles of Association, the Finnish Companies Act and other applicable legislation. Aspo Plc’s Board of Directors has confirmed written standing orders, which state that the matters to be handled by the Board include, but are not limited to:
- Group strategic policies and divisional strategies
- Group structure
- matters to be presented to Shareholders’ Meetings
- interim reports and consolidated financial statements
- Group business plans, budgets and investments
- expanding and scaling back operations, acquisitions/divestitures of companies or operations
- Group risk management, insurance and financial policies
- Group environmental policy
- management remuneration and incentive systems
- appointment of the CEO
The Board performs an annual self-assessment of its activities and working methods. In 2011, the Board of Directors held 12 meetings, four of which were teleconferences. Average attendance was 99%.
The majority of Aspo’s Board members are independent of the company and its major shareholders. The Board of Directors evaluates the independence of its members on a regular basis.