Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders is the company’s ultimate decision-making body. It decides the duties for which it is responsible in accordance with the Companies Act and the Articles of Incorporation.
The Annual General Meeting (AGM) decides on, among other things, the adoption of the financial statements and the consolidated financial statements contained therein, the distribution of profits and the discharge of the Members of Board of Directors from liability. In addition, the AGM elects the Members of the Board and the auditors and decides on the remuneration paid to Members of the Board of Directors and the auditors.
The AGM, furthermore, may decide on, for example, amendments to the Articles of Incorporation, share issues and the acquisition of the company’s own shares.
Board of Directors
The Board of Directors is responsible for the appropriate arrangement of the company’s administration and operations. The Board is currently comprised of seven members elected by the AGM of Shareholders. The tasks and responsibilities of the Board of Directors are determined primarily by the company’s Articles of Incorporation, the Companies Act and other legislation and regulations.
It is the responsibility of the Board to act in the best interests of the company and its business taking into consideration the interests of all its shareholders and stakeholders. The main duties and operating principles of the Board of Directors are defined in the Corporate Governance Charter approved by the Board. It is the Board’s duty to identify the matters to be dealt with by the AGM and to ensure that the decisions made by the Shareholders are appropriately implemented.
It is also the Board’s task to prepare the Annual Report outlining its activities in the financial year and containing the statements and information required by law and the company’s Articles of Incorporation.
In performing their stewardship role, directors are required to exercise the following five moral duties:
Conscience: Act with intellectual honesty in the best interest of the company and all its stakeholders. Every effort is made to avoid conflicts of interest
Care: Commit to devoting serious attention to the affairs of the company, obtaining the relevant information required for exercising effective control and providing innovative direction to the company.
Competence: Utilise and acquire the knowledge and skills required for effectiveness, continuous development of the appropriate competence and a willingness to be evaluated to assess this competence.
Commitment: Diligence in performing directors’ duties, devoting sufficient time to the affairs of the company
Courage: Courageous in taking the risks associated with directing and controlling a successful sustainable enterprise, but also acting with integrity in all board decisions and activities.