The Board of Directors is responsible for the Company’s administration and arranging the Company’s operations properly according to applicable laws, the Articles of Association and good corporate governance. Taking into account the scope and quality of the Company’s operations, the Board takes care of matters that are far-reaching and unusual, and do not belong to the Company’s day-to-day business operations. The Board supervises M-real’s operations and management and decides on the strategy, major investments, the Company’s organisation structure and significant financing matters. The Board supervises the proper arrangement of the Company’s operations, and ensures that accounting and asset management control, financial reporting and risk management have been organised in an appropriate manner.
For its operation, the Board has a written working order. In accordance with its working order, the Board responsibilities include:
- appointing the CEO and accepting the appointment of Corporate Management Team members, and ensuring that the CEO takes care of the company’s day-to-day administration according to the regulations and guidelines given by the Board
- appointing members to the Board Committees and accepting their working orders
- processing and accepting the corporate strategy and its main policies
- accepting the annual operational plan
- monitoring how company accounting, asset management and risk control are arranged
- deciding on significant investments, business acquisitions, divestments and closures of operations
- deciding on considerable investments and financing arrangements
- deciding on the surrender and pledging of the company’s significant real property
- deciding on the granting of donations, or on the CEO’s authority concerning them
- granting and cancelling the right to represent the Company, and the authority to sign on behalf of the Company
- monitoring that the Company’s Articles of Association are complied with; convening the General Meeting and monitoring that the decisions made by the General Meeting are implemented
- signing and presenting the annual financial statements to the Annual General Meeting for approval, and preparing a proposal for the use of profits
- approving the essential policies, regulations and guidelines governing the business operations
- deciding on who are permanent insiders in the Company, and accepting the Company’s insider rules
- publishing or authorizing the CEO to publish all such information that is likely to have an impact on the Company’s share value, or which otherwise has to be made public according to the Finnish Securities Markets Act.
The working order of the Board of Directors is presented in full on the M-real website (www.m-real.com/INVESTORS/CORPORATEGOVERNANCE) The Board can delegate matters in its general responsibility to the CEO and correspondingly take charge of decision-making in a task that belongs to the CEO. On an annual basis, the Board of Directors assesses its own operations and the Company’s administration principles and decides on necessary changes, if any.
The Board of Directors convenes on a regular basis. In the financial year 2011, the Board of Directors held a total of 18 meetings, six of which were phone meetings. The attendance rate of the members was on average 94 per cent (93 per cent in 2010).