The Board of Directors
The Board of Directors observes the Articles of Association, the provisions of the Limited Liabilities Companies Act and other legislation in its work. The Board of Directors is responsible for the administration of the company and for the proper organisation of its business activities. The Board of Directors is also responsible for ensuring that the supervision of the company’s accounting and financial management are properly organised.
The Board of Directors has approved rules of procedure for itself that contain the main duties of the Board and the principles for assessing the work of the Board. The Board confirms changes and updates to the rules of procedure. The main content of the rules of procedure is described in this section.
As part of its duties, the Board of Directors takes major decisions concerning business principles, strategy, investments, organisation and financing. In addition, the Board decides on the selling or purchasing of business operations, on company acquisitions and on major property transactions.
The Board of Directors also:
- approves the annual business plan and budget;
- signs the annual and interim financial statements;
- approves the annual report and the interim report;
- approves the company’s organisational structure and incentive schemes;
- appoints and dismisses the President and CEO;
- appoints the members of the Group’s Management Team;
- approves the terms of employment for the President and CEO, members of the Group’s Management Team, and other main key personnel in the Group;
- appoints the members of committees set up by the Board and confirms the working procedures for the committees;
- directs and oversees senior management;
- monitors operations to ensure that they comply with legislation, rules and regulations;
- approves long-term goals;
- approves the Group’s values and the principles and policies concerning the control and risk management system;
- prepares matters with the President and CEO that are to be considered in the Supervisory Board and
- convenes the General Meeting of shareholders.
The Annual General Meeting of VR-Group Ltd elects the chair and other members of the Board of Directors annually. The Board elects a vice chair from among its members. The Board of Directors comprises at least four (4) and at most eight (8) ordinary members.
The Board chair
- convenes the Board meetings;
- approves the agenda prepared by the President and CEO for Board meetings;
- is responsible for ensuring that minutes are prepared for each Board meeting;
- is responsible for ensuring that each Board decision made outside a meeting is properly recorded;
- maintains contacts with the President and CEO and Board members between the meetings in an appropriate manner; and
- ensures that the Board adheres to its rules of procedure in its work.
The Board has a quorum when more than half of the members are present provided that the invitation to the meeting has been properly conveyed to all members. The decisions must be made in accordance with the interests of the company and the shareholder and in accordance with the Limited Liabilities Companies Act.
In matters concerning disqualification of Board members, the Board of Directors observes the provisions laid down in the Limited Liabilities Companies Act. The Board of Directors must ensure that consideration is given to situations involving disqualification whenever necessary. Board members must also always take into account potential conflicts of interest.
The Board of Directors evaluates its work each year mainly by self-assessment and where necessary utilising an external assessor, to ensure the effectiveness of its work and work procedures and to further develop these.