a) Business plan;
b) Company strategy;
c) Vision, mission and values;
d) Annual budget; and
e) Company’s business and financial targets as well as the Group’s and business segments’ strategic plans.
Supervise the execution of the Group’s strategy.
a) Development of the operational business of Group companies;
b) Changes in the operating environment; and
c) Achievement of set targets.
Approve the organisational structure of the Company and Group.
Approve principles and policies required by legislation and requiring Board approval.
Approve the Corporate Governance Statement.
Decide on the establishment of committees.
Decide on the size and composition of committees.
Assess the content, relevance and timeliness of its charter, annually.
Assess regularly the timeliness of charter of committees.
Approve the charter of the Board of Directors, committees and Executive Board.
|Stock exchange releases
Approve stock exchange releases (excluding technical stock exchange releases).
|Reorganisations, investments, business restructuring, permits
a) Issues related to the Company’s share and other financial instruments;
b) Company law measures;
c) The establishment, purchase and sale, revision or divestment of businesses;
d) The establishment of subsidiaries or associated companies, on the acquisition of existing shares or shareholdings in companies, and on the divestment and cancellation of shares or interests; and
e) The acquisition, revision, divestment or termination of official permits upon which business is based.
Approve limits for investments, divestments and financial commitments that may not be exceeded without Board permission.
Approve investments and financial commitments that exceed 1,000,000 euros.
Process investments that exceed 300,000 euros.
Approve the principles of monitoring and evaluating of related-party transactions.
Process the report concerning how the agreements and other legal actions made between the Company and its related parties meet the requirements of normal operations and market conditions.
Decide on agreements or other legal actions with the company's related parties that are not the company's normal business or that are not carried out under normal commercial conditions.
Decide on the publication of a stock exchange release about material related-party transactions.
Process reporting on the Company’s financial situation, the Company’s and Group’s results, and development of sales and personnel, on a regular basis.
Approve internal income and expense allocations applied within the Group, if there are major changes in the principles of internal income and expense allocations. The Group's internal income and expense allocations are not brought to the board for approval, unless it is a change of principle.
Approve the Company’s financial statements and half-year reviews and the related financial results press releases.
Approve the board's diversity principles.
Assess the independence and qualifications of the Board of Directors’ members, annually.
Monitor that the Board of Directors’ members meet the requirements of independence.
|Performance assessment of the Board of Directors and the CEO
Self-assess their performance annually at the end of the term of office, including also the committee performance evaluation.
Assess and provide feedback to the CEO on his performance, annually.
Appoint the CEO and Deputy CEO and decide on their dismissal.
Appoint members of the Group's Executive Board, who report to the CEO, at the proposal of the CEO.
Be heard prior to the dismissal of a person belonging to the top management (excl. CEO and deputy CEO) (the CEO must consult at least the chairman of the board).
Approve senior executive service contracts and their terms.
|Remuneration: Remuneration policy, principles of remuneration schemes and remuneration schemes
Approve and propose to the General Meeting the remuneration policy.
Approve Taaleri’s general principles of the remuneration schemes.
Approve fixed salaries and remuneration schemes of the top management.
Approve fixed salaries and remuneration schemes of the persons working in control functions.
|Remuneration: Performances according to the remuneration scheme
Decide on reduction and/or recovering of variable fees, if necessary.
Decide on the total amount of variable remuneration.
Decide on the amount of variable remuneration for top management and the persons working in control functions.
Approve and present to the General Meeting the remuneration report.
|Internal control and risk and capital adequacy management
Monitor and supervise the efficiency, effectiveness and procedures of internal control and risk and capital adequacy management.
Approve the operating principles of internal control and risk and capital adequacy management.
Monitor that the Group is observing applicable laws and regulatory requirements.
Monitor the appropriateness of the CEO’s actions.
Process reports on risk management, compliance activities and realised risks.
|Conflict of interest registers
Process the conflict of interest registers of AIFM-licensed companies once a year.
Decide on the organisation of the internal audit
Approve Internal Audit’s audit plan.
Process Internal Audit reports.
Process complaints or reports concerning board members or their activities submitted to the company anonymously or in other ways.
Approve customer compensations exceeding 100,000 euros.
|Litigation and administrative processes
Approve actual and threatening legal and administrative processes, which may have an impact of more than 100,000 euros on the financial position of the group or its company.
Process essential official correspondence as well as essential inquiries and reports from the authorities.
Process the report on competitor monitoring.
Point out to the audit committee or to the remuneration committee specific questions related to their duties (for example, related to operating methods and/or individual risks or related to the remuneration), if necessary