The Board of Directors is responsible for the company’s administration and the due arrangement of its operations in accordance with legislation and the Articles of Association. The Board of Directors appoints the managing director and his or her possible deputy. The other tasks of the Board of Directors include:
• deciding on strategy
• deciding on strategically significant investments, acquisitions, and sales of assets
• reviewing the financial statements and the Report of the Board of Directors
• reviewing the budget
• specifying the company’s dividends policy and submitting a proposal on the annual dividend to the General Meeting
• reviewing the company’s sales policy in its auctions
• deciding on the basic pricing of the skin brokerage services the company offers to its customers
• supervising the company’s risks
• approving the composition of the company’s Management Group on the proposal of the managing director
• evaluating the operations of the executives
• deciding on the company’s personnel incentive schemes
• deliberating on other matters, if the company’s managing director considers this prudent
Matters related to the appointment, evaluation, salaries, remuneration or benefits of senior executives are prepared by the chairman, Jorma Kauppila, and vice chairman, Kenneth Ingman, of the Board of Directors, after which they are deliberated on by the Board of Directors. The Board of Directors has established a Nomination Committee, which consist of Jorma Kauppila, Kenneth Ingman, Ulf Eriksson, Pentti Lipsanen ja Esa Rantakangas and a Remuneration Committee, which consist of Jorma Kauppila, Lasse Joensuu, Kenneth Ingman, Ulf Eriksson, Isto Kärkäinen, Esa Rantakangas and Rainer Sjöholm. The Board of Directors may establish any committees it deems necessary.
In accordance with its charter, the Board of Directors, over and above the aforementioned tasks, gains information on the international market situation for raw skins, becomes familiar with interest safeguarding issues in different market areas and monitors the skin flows into and out of the company.
The Board of Directors evaluates its operations and working methods annually.
Composition of the Board of Directors
The General Meeting elects at least 5 and a maximum of 8 members to the Board of Directors. The directors are elected for a term of one year that commences at the end of the General Meeting at which they were elected and ends at the close of the next Annual General Meeting.
The Board of Directors makes a proposal for the composition of the Board of Directors after hearing the largest shareholders. The company reports the biographical details of the director candidates on its website and in the notice of the General Meeting.
According to the prevailing practice, a person who is 65 or older cannot be elected as a director. Personal deputies are elected for the directors.
The Board of Directors elects a chairman and vice chairman from amongst its number for terms of one year. The Board of Directors has a quorum when more than half of its members are present and one of them is the chairman or vice chairman.
The Board of Directors held 23 meetings in the 2014-2015 financial year. The attendance rate of directors at the meetings has been 90 per cent on average.