Board of Directors
The Duties of the Board
The Board 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 the 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 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.
Wulff Group’s Annual General Meeting held on April 6, 2017 elected four members to the Board of Directors. The Board of Directors consists of the Company’s major shareholders and of outside experts. The Board must have sufficient expertise in at least the following areas: economy and finance, management, marketing and sales. Each Board Member acts as an expert in his or her field on the Board. The Finnish Corporate Governance Code recommends that both genders would be represented in the Board. In Wulff Group’s Board elected by the Annual General Meeting 2016, both genders are represented. In the AGM’s election of the Board Members, attention has been paid to that the persons elected have adequate and versatile expertise and possibility to devote a sufficient amount of time to the work.
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. The Board Members independent of the Company and of major shareholders are Johanna Marin and Andreas Tallberg. Heikki Vienola and Ari Pikkarainen are major shareholders of the Group. Additionally Heikki Vienola was employed by the Group as the Group CEO until August 2015 and the Chairman of the Group Executive Board until September 2015.
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’s Board of Directors convened 14 times in 2016 (16 times in 2015). The average meeting attendance was 99 percent (98 % in 2015). At its organisation meeting the Board approved the charter and action plan for 2016 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 2016, the assessment was carried out in writing at year end. Based on the assessment, Board work was successful.