The composition of Board of Directors
The proposal for the composition of the board of directors is prepared by the major shareholders of the company together with the Chairman of the Board. The Annual General Meeting for 2016 elected the following five Board members: Mr. Pertti Ervi (Chairman), Mr. Hannu Vaajoensuu (Vice Chairman), Ms. Eriikka Söderström, Mr. Antti Vasara and Mr. Thomas Berlemann.
The operation of Board of Directors
The duties and responsibilities of the Board of Directors are primarily defined by the Finnish Limited Liability Companies Act and the Articles of Association of Comptel Corporation. The Board of Directors controls and supervises the operational management of the company. The Board of Directors is responsible for ensuring that the company’s financial accounting and financial management are properly organised.
The Board of Directors’ Rules of Procedure specifies the Board’s duties, business to be handled, meeting practices and the decision-making processes. According to the Rules of Procedure, the Board of Directors handles and decides on all matters that are financially, commercially or fundamentally significant to the Group’s operations.
The Board of Directors confirms the Group’s strategy, budget, corporate structure, major corporate arrangements and investments. Furthermore, the Board of Directors approves and confirms the principles of risk management, appoints and discharges the President and CEO, and decides on the terms and conditions of employment for the President and CEO. The Board confirms also the terms and conditions of employment of the members of the Executive Board.
The Board of Directors regularly evaluates its own operations and working practices. The Board also carries out a self-assessment in relation to its operations and working practices once a year.
As specified in the Articles of Association, the General Meeting elects a minimum of three and a maximum of six Board members. The Board members are elected for one year at a time so that the term of office for all Board members ends at the close of the following year’s Annual General Meeting. New Comptel Corporation Board members are familiarised with the company and its business operations and practices. The Board of Directors elects a Chairman and a Vice Chairman from among its members.
All members of the Board are independent of the company and the company’s significant shareholders.
Ms. Tiina Sarhimaa, General Counsel, Head of Legal, serves as the secretary for the Board of Directors.
In 2015 the Board of Directors convened 19 times (2014:17). The average attendance of the members was 96% (2014: 89%).
Diversity Principles of Comptel Board of Directors
Diversity in the Board of Directors composition promotes good corporate governance and supports open discussion based on different perspectives and the board’s independent decision-making. It helps engaging in with the company’s stakeholders and in increasing shareholder value.
Comptel’s Board of Directors consist of three to six members appointed by the Annual General Meeting for a one-year term. Based on good governance principles, a majority of the directors are independent of the company and at least two of the directors are independent of significant shareholders. The independence of the directors is evaluated in connection with the annual Board evaluation.
The proposal for the composition of the Board of Directors is prepared by the major shareholders together with the Chairman of the Board. When designing the board composition, diversity is considered from several aspects. The ultimate decision for the proposal to the AGM regarding the Board composition is based on qualifications and competences that each candidate bring to the Board. The nominees shall also have the possibility to devote a sufficient amount of time for the Board work.
At Comptel, Board diversity consists of a number of individual elements, such as educational background, skills, experience, personal qualities and industrial knowledge. The composition of the Board of Directors as a whole reflects the requirements set for the company’s operations and its development stage. Both genders shall be represented on the Board of Directors. The aim is to further strive towards a good and balanced gender distribution.
In its meeting held after the Annual General Meeting 2016, the Board of Directors decided to establish an audit committee to deal with the preparation of matters relating to the company's financial reporting and control. The audit committee reports regularly on its work to the board of directors. The Board of Directors elected Ms Eriikka Söderström as the Chairman of the audit committee, and Mr Pertti Ervi and Mr Antti Vasara as the members of the audit committee. All the members of the audit committee are independent from the company and its significant shareholders.