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Board of Directors

The Board of Directors, which comprises five to seven (5-7) members elected by the Annual General Meeting, is responsible for the administration and appropriate organisation of Biohit’s business operations. The proposal for the composition of the board of directors is prepared by the board of directors. The Board of Directors elects a Chairman and, if necessary, a Vice Chairman, from amongst its members.

Those elected to the Board of Directors are expected to have the required competence for their tasks and sufficient time to carry out their duties. The majority of Board members should be independent of the company’s major shareholders. The Board of Directors evaluates members’ independence in accordance with Corporate Governance recommendation 15. Members must provide the Board with sufficient information on their competence and independence, including any changes in these details. After 1 January 2010, the Board must include both men and women.

Board membership commences from the election by the AGM and lasts until the end of the next AGM.

The details of each Board Member are available on pages Board Members  and shareholdings on page Insider Register.

The tasks of the Board of Directors

The Board of Directors is responsible for Biohit’s administration and appropriate organisation of business operations. The areas of responsibility laid down in the written rules of procedure approved by the Board are as follows:

  • To develop shareholder value.
  • To ensure the appropriate organisation of accounting and financial management.  
  • To confirm the parent company and consolidated financial statements and the Report of the Board of Directors for the financial year now ended.
  • To confirm the interim reports for each quarter at the end of March, June and September.
  • To decide on Biohit’s business plan, budget and investment plan.
  • To decide on Biohit’s financing and risk management policies.
  • To approve management remuneration and incentive schemes.
  • To appoint the President and CEO.
  • To decide on Biohit’s strategy, organisational structure, investments and other wide-reaching and significant issues.

The decision-making of the Board of Directors is based on the reports drawn up by the operative management concerning the activities and development of the Group and its business units.

Board meetings and self-assessment

The Chairman is responsible for calling Board meetings and arranging Board activities. In general, the Board convenes once a month, that is, 10–12 times per year. The meeting schedule for the entire term will be confirmed in advance. When necessary, Board meetings are held more frequently or by teleconference.

The Board assesses its activities and working methods once a year. A self-assessment is carried out and discussed at a meeting of the Board.

The Board decides on the internal division of duties so as to best harness the specialist expertise and experience of its members.

The scope of Biohit’s business operations does not require the appointment of an Audit Committee, and no other committees have been appointed to assist the Board.