Composition and election of the Board of Directors
The Board of Directors represents all shareholders, serving their common interest equally. As set out in Aspocomp’s Articles of Association, the company’s Board of Directors consists of three (3) to eight (8) members. Aspocomp’s Annual General Meeting elects annually all the members of the Board of Directors for a term of one year and decides on their remuneration. The term of office of the Board members ends at the next Annual General Meeting following their election. The Board elects the Chairman and the Vice Chairman from among its members at its organization meeting, which is held after the AGM.
The Annual General Meeting, held on April 26, 2022, decided, based on a request by the significant shareholders of the company, that a Shareholders’ Nomination Board will be established for the company to prepare proposals concerning the composition and remuneration of the Board of Directors to the General Meeting. The Nomination Board shall share its proposal to the Board of Directors annually and at the latest on January 31 preceding the respective Annual General Meeting. The proposal is published as a stock exchange release and in the notice of the AGM.
Selection criteria and the independence of the members of the Board of Directors
When preparing the proposal for the composition of the Board, the needs of the company and the educational and professional background of the individual candidates will be taken into account, along with their international experience, so that the Board members have the widest possible variety of competencies and qualifications. When preparing the proposal, attention is also paid to each candidate’s teamwork skills and ability to support and challenge the company’s operational management in a constructive and proactive way. Both genders are to be represented on the Board of Directors.
The majority of the directors must be independent of the company. At least two directors who are independent of the company must also be independent of the significant shareholders of the company. The Board of Directors evaluates the independence of its members annually and the updated evaluation is published as part of the company’s Corporate Governance Statement. If factors affecting the independence of a director change during the year, an updated evaluation is published on the company’s website.
Main duties
The Board is responsible for the administration and the proper organization of the operations of the company. Aspocomp’s Board of Directors has general authority in matters that have not been assigned to another administrative body in either legislation or the Articles of Association. The general task of the Board is to use its powers to increase the value of the shareholders’ holdings in the long run in line with the interests of the company and all of its shareholders
The Board acts in accordance with Aspocomp’s Articles of Association and the applicable legislation as well as the instructions and recommendations of the Financial Supervisory Authority and Nasdaq Helsinki Ltd. The Board of Directors has confirmed a written charter for the Board of Directors’ duties, the matters it deals with, its meeting practice and the decision-making procedure. In accordance with the charter, the Board deals with and makes decisions on matters that are financially, operationally or fundamentally significant to the Group. The Board carries out annually an internal self-assessment of its operations and working methods.
Committees
The Board decides on whether to establish an Audit Committee, a Remuneration Committee and/or a Nomination Committee and, if so, elects their members from amongst its number each year after the AGM. Each committee must have at least three members. The members of the committee must have the expertise and experience required for the duties of the committee. If an Audit committee is not established, the Board of Directors itself will perform the tasks assigned to the committee.