Board of Directors
The Duties of the Board
The Board of Directors is responsible for the administration and the proper organisation of the operations of the Company. The Board supervises and controls the operative management of the Company, appoints and dismisses the managing director, approves the strategic goals and the risk management principles for the Company and ensures the proper operation of the management system.
The Annual General Meeting elects three to six members to the Board of Directors and at most as many deputy members. The Board’s term ends at the termination of the first Annual General Meeting following the election.
In the organising meeting held after the AGM, the Board elects a Chairperson among its members. Should the Chairperson be disqualified or prevented from attending to his/her duties, a Deputy Chairperson is elected among Board Members for the duration of a meeting.
The Board of Directors supervises the management of Company operations, administration and accounting. It annually confirms a written charter for its activities, which it complies with in addition to the Articles of Association, Finnish legislation and other regulations. The charter lays out the Board’s meeting procedures and tasks. According to the Board’s charter, in addition to the issues specified in legislation and the Articles of Association, Wulff Group’s Board of Directors:
- approves the company’s long-term goals and strategy
- approves the company’s action plan, budget and financing plan and supervises their implementation
- handles and adopts interim and half-year reports and the financial statements
- decides on individual big and strategically significant investments, such as company acquisitions and acquisitions and disposals of business operations
- appoints the CEO and decides on his/her salaries and wages
- approves risk management and reporting procedures
- draws up the dividend policy
- sets up committees, if needed, to enhance Board work
- appoints the Group’s management
- supervises auditing
- assesses the auditor’s independence and additional auditing services.
In the preparation of the proposal for the composition of the Board of Directors, the requirements placed by the Company’s strategy, operations and development phase as well as the sufficient diversity of the Board of Directors are taken into account. The diversity of the Board of Directors is examined from different perspectives. Important factors for the Company are academic and professional backgrounds as well as strong, versatile and mutually complementary expertise, experience and knowledge in the different business areas important to the Company, internationality, independence of the Company, an appropriate number of members, and the age and gender distribution. The Board must have sufficient economic and financial knowledge, and management, marketing, and sales expertise. Each member of the Board acts as the expert of his/her field during board work.
The Company’s goal is that both genders are represented on the Board of Directors. Currently, one of the members of the Board is a women. The Company’s goal concerning the representation of both genders has thus been fulfilled. In the selection and evaluation process of new Board Members, the primary criterion is the qualifications of the individual and the possibility to devote a sufficient amount of time to the work. Thus, both genders are taken into consideration equally.
In 2017, Wulff Group Plc’s Board of Directors fulfilled the principles concerning the diversity of the Board of Directors, taking into consideration the scale of the Company’s business operations and development phase. The members of the Board had versatile expertise and an international background. They had mutually complementary competences, experience and knowledge.
The majority of Board members must be independent of the Company. In addition, at least two of the members in this majority must be independent of the Company’s major shareholders. The independence is evaluated in compliance with recommendations of the Finnish Corporate Governance Code. In 2017, the majority of Board members were not independent of the Company and major shareholders because only four members were selected. The Board members independent of the Company and of major shareholders were Andreas Tallberg and Johanna Marin. Heikki Vienola and Ari Pikkarainen are major shareholders of the Group. Additionally Heikki Vienola was employed by the Group as the Group CEO and the Chairman of the Group Executive Board since September 25, 2017.
Due to the Group’s small size, setting up board committees has not been considered necessary. The entire Board of Directors has handled all its tasks.
Board’s meeting practices and assessment of Board activities
The Board of Directors convenes on average once a month during the financial year and more often if needed. The Chairperson of the Board is responsible for convening meetings and for meeting activities. The meeting agenda is prepared by the CEO together with the Secretary of the Board. Wulff Group Plc’s Board of Directors convened 14 times in 2017 (14). The average meeting attendance for members was 98 percent (99). At its organising meeting the Board approved the charter and action plan for 2017 and evaluated the independence of its members. According to the meeting plan for 2017, the Board of Directors will convene 10 times.
The Board carries out annual assessments of its operations and working styles based on a self-evaluation form. In 2017, the assessment was carried out in writing at the end of the year. Based on the assessment, Board work was successful.