Annual report 2013
The General Meeting is VVO-group plc’s highest decision-making body, at which shareholders participate in the governing and control of the company. General Meetings are arranged so that the shareholders can exercise their rights as owners efficiently. The Annual General Meeting must, as per the Articles of Association, be arranged once a year on a date defined by the Board of Directors, at the latest six months after the financial period has ended.
The Annual General Meeting decides on the matters specified in Section 12 of the Articles of Association and any other business proposed for the agenda of the AGM. Sufficient information concerning the issues to be discussed at a General Meeting must be made available to the shareholders before the meeting.
The shareholders shall be invited to a General Meeting at least two weeks before the meeting or by the last day of registration for the meeting, by means of a registered letter sent to the address recorded in the share register for the shareholder in question. The earliest possible registration deadline is ten days before the meeting.
The Board of Directors of VVO-group plc is elected by the Annual General Meeting, based on the Nomination Committee’s proposal. The Board of Directors consists of a minimum of five and a maximum of eight members who are elected for a one-year term.
A majority of the Board members must be independent of the company. At least two of the members belonging to the aforementioned majority must be independent of the company’s major shareholders.
The term of the Board of Directors is one year and ends at the close of the Annual General Meeting held one year after the election.
At the Annual General Meeting on 22 March 2013, Riku Aalto was elected Chairman of the Board of Directors, and Risto Murto, Tomi Aimonen, Matti Harjuniemi, Olli Luukkainen, Antti Rinne, Jan-Erik Saarinen and Ann Selin were elected members.
The Board of Directors had nine meetings in 2013, with an average attendance of 86 per cent.
The Board oversees the management and operations of the company in accordance with the Limited Liability Companies Act. The general task of the Board is to act as the representative of all shareholders by governing the company’s operations in accordance with the Articles of Association so that the company will generate the highest possible added value in the long term, while taking into account the expectations of the various interest groups.
The Board of Directors has compiled a written working order for its operations, defining the main tasks and operating principles of the Board.
The Board's tasks include the approval of financial statements, consolidated financial statements and interim reports, approval of the Group's strategic plans, annual budget and investment and divestment plans, and the appropriate arrangements for the Group's risk management and internal auditing. The Board also nominates the CEO, deputy CEO and the members of the Management Group.
The company has a Nomination Committee appointed by the Annual General Meeting and an Audit Committee and Remuneration Committee appointed by the Board of Directors. The Committees have no decision-making authority in themselves; their purpose is to pre-prepare and present issues within their remit to the Board of Directors or the General Meeting for a decision. The Committees report regularly to the Board of Directors.
The Annual General Meeting appoints the Nomination Committee, consisting of four members elected at the Annual General Meeting. The main task of the Nomination Committee before the next Annual General Meeting, where members of the Board of Directors and/or the chairman of the Board are elected and/or the fees and/or number of Board members are determined, is to prepare a proposal for these decisions, to be submitted to the meeting.
In 2013, the Nomination Committee was chaired by Jarkko Eloranta and included Timo Ritakallio, Petri Lindroos and Ville-Veikko Laukkanen as members. The Nomination Committee met twice during the review period, with an average attendance of 88 per cent.
The Board of Directors appoints an Audit Committee and a Remuneration Committee from among its members. These committees have three members each.
The main task of the Audit Committee is to monitor the company’s financial situation and to oversee its financial reporting. The committee also assesses the sufficiency and adequacy of internal auditing and risk management.
In 2013, the Audit Committee was chaired by Riku Aalto and included Tomi Aimonen and Matti Harjuniemi as members.
The main task of the Remuneration Committee is to prepare matters concerning the remuneration and benefits of the company CEO and deputy CEO, and other matters concerning the company’s reward systems.
In 2013, the Remuneration Committee was chaired by Riku Aalto and included Risto Murto and Ann Selin as members.
The Audit Committee met four times and the Remuneration Committee twice during the period under review, with a perfect attendance record at the Audit Committee meetings and an average attendance of 83 per cent at the Remuneration Committee meetings.