Board
The Board of Directors is responsible for the company's administration and the proper organisation of the business operations. The Board steers and monitors the management of the company, abiding with Finnish legislation and, in particular, the Companies Act.
The tasks and responsibilities of the Board are specified in the Finnish Companies Act and in the company’s Articles of Association. The Board’s general duty is to direct the company’s activities in a way that the operations generate profit and yield the maximum added value for the capital invested in the long-term. The Board's operations are based on a written charter and established courses of action.
To fulfill its tasks the Board:
- decides on the business strategy of the Group
- oversees the implementation of the strategy
- decides on the capital structure of the Group
- makes decisions on significant investments, credits, guarantees and other commitments
- handles and approves the interim reports, administration reports, financial statements and future forecasts
- decides on the organizational structure of the Group
- appoints the CEO of the parent company and determines the compensation of the CEO
- nominates the members of the Board in the significant subsidiaries
- makes proposals to the general meeting and summons the general meeting
- decides on the general directives of the Group
The essential contents of the Board’s written charter are:
- the Board convenes on pre-confirmed dates with the objective to hold a meeting about once a month
- the issues to be dealt with by the Board are presented by the Chairman, the CEO or some other person who has taken part in the preparation of the issues
- the Board always aims to make unanimous decisions
- minutes are taken of the meetings
- the Board prepares a yearly plan for its operation
- if possible, all the Board members and persons proposed for the Board participate in the Annual General Meeting
- the Board acts carefully in the interest of the company and all of its shareholders
The Board monitors that all the communication and other requirements stipulated by the rules of NASDAQ OMX Helsinki are fulfilled. Furthermore, the Board regularly conducts self-assessment and its co-operation with the management. The company has specified targets for the development and focusing of its administrative functions and processes and continues to implement its already initiated development processes.
The Board decides on acquisitions and disposals of subsidiaries and associates. Therefore, a Board member cannot generally be a direct or indirect owner of a subsidiary or an associated company of Ruukki Group.
According to the Articles of Association, the Board comprises three to nine members. The Annual General Meeting elects the Board members for a term that ends at the end of the AGM following their appointment. The Board elects a chairperson from among its members who calls the meetings. The composition of the Board must meet the requirements set by the company’s size, market position, and line of business.
During 2010, the Board has met 11 times and the attendance rate of the members has been 95%. In 2009, the Board met 21 times with an average attendance rate of 97%.
Introductions of Board members >>
Corporate Governance Code recommendations:
Recommendation 5:
The board shall draw up a written charter for its work and describe its essential contents.
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Complied as follows:
The Company's Board has drawn up a written charter, the essential contents of which are published on the company website and in the annual report.
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Recommendation 6:
The company shall report the number of board meetings held during the financial period as well as the attendance of the directors at the board meetings.
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Complied as follows:
The number of Board meetings as well as the attendance activity is published on the company website.
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Recommendation 7:
The board shall conduct an annual evaluation of its operations and working methods.
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Complied as follows:
From 2009 the Board will annually evaluate its working methods. It has been planned to realise the evaluation as a self-evaluation.
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Recommendation 8:
The general meeting shall elect the directors.
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Complied
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Recommendation 9:
The number of directors and the composition of the board shall make it possible for the board to efficiently take care of its duties. The composition shall consider the needs of the company operations and the development stage of the company. A person to be elected to the board shall have the qualifications required by the duties and the possibility to devote a sufficient amount of time to the work. Both genders shall be represented on the board.
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Complied as follows:
When contemplating candidates for directors, particular attention will be paid to that persons elected have the competency required by the duties and the required experience in the business activity such as financial competency and experience related to the Company’s business activity. In addition, it will be pursued that as versatile know-how and experience as possible will be represented in the Board.
In the current Board there are one female and six male directors.
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Recommendation 10:
The directors shall be elected for a term of one year.
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Complied
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Recommendation 11:
The proposal of the nomination committee for the board composition shall be included in the notice of the general meeting. The same applies to a proposal for the composition of the board made by shareholders with at least 10% of the votes carried by the company shares, provided that the candidates have given their consent to the election and the company has received information on the proposal sufficiently in advance so that it may be included in the notice of the general meeting. The candidates proposed in corresponding order thereafter shall be disclosed separately.
The company shall report the biographical details of the candidates for the board on its website.
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Complied as follows
If the Company receives information of a proposal made by the shareholders for the composition of the Board before the General Meeting, this will primarily be published in the notice of the Meeting. If the information of the proposed composition comes after the publishing of the notice, the proposal shall be published with a separate stock exchange release.
The biographical details of the candidates for the Board will be available on the company website a week before the General Meeting at the latest.
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Recommendation 12:
If directors are to be appointed according to a specific order, in accordance with the articles of association, the company shall describe such appointment order in the notice of the general meeting.
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Not valid
Directors are not appointed according to a specific appointment order in the articles of association.
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Recommendation 13:
The company shall provide the board with sufficient information on the company operations.
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Complied as follows:
A new director is given the possibility to get acquainted with the activities of the Company and the Group. The Board is reported monthly and it will also receive information on its meetings, on the committee meetings and orally otherwise.
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Recommendation 14:
The majority of the directors shall be independent of the company. In addition, at least two of the directors representing this majority shall be independent of significant shareholders of the company.
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Complied
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Recommendation 15:
The board shall evaluate the independence of the directors and report which directors it determines to be independent of the company and which directors it determines to be independent of significant shareholders.
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Complied
The Board evaluates the independence of its members at least once a year and always when the Board composition changes.
All the directors of the current Board are independent of the Company.
In the current Board the following directors are not independent of significant shareholders:
• Jelena Manojlovic
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Recommendation 16:
The company shall report the following biographical details and information on the holdings of directors:
• name
• year of birth
• education
• main occupation
• essential working experience
• date of commencement of board membership
• key positions of trust
• shares and share-related rights of the director and
corporations over which he or she exercises control
in the company and in companies belonging to the
same group as the company.
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Complied as follows:
Biographical details and information on the holdings of directors are published on the company website.
Board members >>
Shares and share-related rights are available in the Director Holdings on the company website.
Director Holdings >>
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Recommendation 17:
Each director shall provide the board with sufficient information to evaluate his or her qualifications and independence and notify the board of any changes in such information.
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Complied as follows:
The directors will provide the Board with the necessary information.
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