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Board of Directors

Members of the Board of Directors

Composition and term

According to the Articles of Association, Salcomp’s Board of Directors consists of at least three and at most eight members. The term of each Board member expires at the close of the next Annual General Meeting following his/her election.

The General Meeting elects all members of the Board of Directors. The Articles of Association set no upper age limit on Board members nor in any other way restrict the decision-making power of the General Meeting in electing Board members. However, the General Meeting shall, in accordance with the Finnish Corporate Governance Code, take into account the fact that the person has the qualifications required to take care of the duties of a member of the Board and the possibility to devote sufficient time for the work. The needs of the Company operations, the development stage of the Company and the gender mix of the Board are taken into account in the Board composition.

Duties

The Board of Directors shall devote time and resources to increase the value of the shareholders’ holdings in the long term and to ascertain the interests of the Company and all of its shareholders. More specifically, Salcomp’s Board of Directors is responsible for the Company’s management and for the proper arrangement of the operations of the Company. In addition, the Board is responsible for the proper arrangement of accounting and for the supervision of the financial management.

The duties of the Company’s Board of Directors are set forth in the Companies Act and other applicable legislation. The Board has also approved internal rules of procedure. According to the Board’s rules of procedure and the Finnish Companies Act, the essential duties of Salcomp’s Board of Directors are to:

• Decide on the strategy and values
• Confirm and follow the business plan and budget
• Handle and approve Interim reports, the Annual Closings and the Report of the Board of Directors 
• Decide on individual investments, acquisitions or divestments and contingent liabilities that are strategically or financially significant
• Approve the financing policy
• Confirm risk management and reporting procedures
• Decide on bonus and incentive schemes for the  management
• Decide on the Group’s structure and organization
• Appoint the Managing Director and decide on his remuneration, and
• Assume responsibility for all other such duties, as stipulated for Boards of Directors in the Companies Act and elsewhere.

Decision-making

The Chairman of the Board of Directors is responsible for convening the Board meetings and for the meeting procedure. A meeting of the Board of Directors constitutes a quorum when more than half of the members of the Board of Directors are present. Presence of the Chairman or the Deputy Chairman of the Board of Directors is also a condition for the quorum.

The Board of Directors is always obliged to act in the Company’s interests and in such a way that its acts or measures are not likely to produce unjustified benefit to any shareholder or a third party. A Board member may not participate in the decision-making when handling a contract between the Board member and the Company. When votes are cast, the Board’s decision will reflect the majority opinion and, in the case of a tie, the Chairman will have the casting vote. In an election, a tie will be decided by drawing lots.

Meeting practice and self-assessment

The Board of Directors has not appointed any special areas of focus in terms of business monitoring to its members. At meetings, matters are presented by Salcomp’s Managing Director or, at his request, by another member of Salcomp’s management. According to the rules of procedure of the Board of Directors, the Managing Director ensures that the Company provides the Board with sufficient information to assess the operations and financial situation of the Company, supervises the implementation of Board decisions and reports to the Board on any deficiencies or problems in implementation.

In 2008, the Board of Directors held 9 meetings, 2 of which were telephone conferences. The Board members' attandance at the meetings amounted to 93.3%.

The Board of Directors assesses its operations and working procedures regularly and by carrying out a self-assessment once a year.  

Remuneration and other Benifits of the Members of the Board of Directors

The General Meeting decides on the remuneration of the Board of Directors.

In accordance with the resolution made at the 2009 Annual General Meeting, the members of the Board of Directors for the term of office expiring at the Annual General Meeting 2010 are remunerated as follows:

• EUR 40,000 to the Chairman of the Board of Directors
• EUR 32,000 to the Vice Chairman of the Board of Directors
• EUR 25,000 to the ordinary members of the Board of Directors.

Additionally, the Company shall compensate to the members of the Board of Directors the costs incurred to the members of the Board of Directors due to Board meetings against receipts.

The Board fees totalled EUR 147,00 in 2008. There are no pension benefits or Salcomp's option rights granted in favour of the members of the Board of Directors.

Committees

Salcomp's Board of Directors has not established any Committees as the assessment of the Board of Directors is that the function of the Board of Directors is in Salcomp's case most efficient when the whole Board take part in the so called Committee work. The Board of Directors takes care of the duties of the Audit Committee.

Evaluation of Independence

The Board of Directors evaluates the independence of its members of the company and of the company’s significant shareholders.The evaluation is made annually at the organizing meeting of the Board of Directors after the General Meeting.

Based on an evaluation, all Board members are independent of the company and three of the Board members are independent of the company's significant shareholders.

Based on the evaluation:

• the following Board members are independent of the company: Mats Heiman, Kari Vuorialho, Carl Engström, Jukka Rinnevaara and  Andreas Tallberg
  
• the following Board members are independent of the company's significant shareholders: Kari Vuorialho, Jukka Rinnevaara and Andreas Tallberg.