Composition, term and duties of the Board

Composition and term

The Board comprises at least three and no more than eight full members, elected by the Annual General Meeting for one year at a time. The AGM nominates one member of the Board to serve as Chairman. 

At its meeting on 26 April 2004, Exel's Board of Directors confirmed written rules of procedure that specify the Board's duties, matters to be handled, meeting practice and decision-making process. The rules of procedure are reviewed and updated annually in the first meeting following the election of the Board in the AGM. 

Board meetings are attended by the President and CFO, who acts as the meeting secretary. 

At least two of the members of the Board shall be independent on major shareholders, and a majority of the Board shall be independent of the Company. 

Duties

The Board of Directors is responsible for the management of the company and the proper organisation of its activities in accordance with the Finnish Companies Act and the company's Articles of Association. The Board's principal duties include confirmation of the corporate strategy and budget by function, and decisions on funding agreements, major investments and the purchase or sale of assets. The Board draws up interim reports, the financial statements and the report on operations, appoints the President and the Deputy Managing Director and decides on the President's salary. The Board monitors the company's financial position with the help of information provided by the Management Group. 

The Board shall review yearly its work and working practices yearly at the first meeting following the AGM. 

The Board shall, at the first meeting following the AGM, estimate the independence of each member of the Board.