Board of Directors
The duties and responsibilities of the Board of Directors are governed by the Finnish Companies Act and other relevant legislation. The Board of Directors oversees the management and business operations of Tikkurila.
In accordance with the Articles of Association, the Board of Directors of Tikkurila Oyj comprises 3–7 members that have been elected by the Annual General Meeting for a term that lasts until the end of the next Annual General Meeting. The Board is convened by the Chairman, which is elected by the Board within its members immediately after the Annual General Meeting of the Shareholders. The Board of Directors has a quorum when more than half of its members attend the meeting. The President and CEO, as well as the CFO, of the Group attend the Board meetings presenting the issues being discussed or decided upon, and the Group Vice President, Legal Affairs, acts as the Secretary of the Board.
The main duties of the Board include:
- to approve the strategy of the Group;
- to decide on long-term financial and operational goals;
- to approve annual budgets and medium-term business plans;
- to decide on any major corporate restructuring, merger, acquisition or divestment;
- to decide on major investments and major expenses and commitments;
- to decide on key funding and risk management issues and related pledges and commitments;
- to approve or confirm the appointment and remuneration of the Group management;
- to appoint and dismiss the Group President and CEO, and to approve the members of the Tikkurila Management Board;
- to monitor and evaluate the performance of the Group President and CEO;
- to ensure the adequacy of planning, information and control systems, as well as the handling of
- financial reporting and risk management;
- to make proposals for, including but not limited to proposing the dividend payout, and to
- convene the Annual General Meeting;
- to oversee that the Group's disclosure policy is applied; and
- to ensure that the supervision of the accounting and financial matters, and any audits thereby, are properly organized.
On March 28, 2012, the AGM elected seven Board members. The AGM re-elected members Eeva Ahdekivi, Jari Paasikivi, Riitta Mynttinen, Pia Rudengren and Petteri Walldén and elected Harri Kerminen and Aleksey Vlasov as new members to the Board of Directors. The Board of Directors elected Jari Paasikivi as Chairman and Petteri Walldén as Vice Chairman.
In 2012, the Board of Directors met 11 times. The average attendance rate at the meetings was 90%.
All of the Board members are independent of the Company, and except for Chairman Jari Paasikivi, they are also independent of the significant shareholders. Jari Paasikivi is the CEO of Oras Invest Oy, which holds over 15% of Tikkurila Oyj’s shares.