The General Meeting is VVO-group plc’s highest decision-making body, at which shareholders participate in the government and control of the company. General Meetings are arranged so that shareholders can exercise their rights as owners effectively. 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 year 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 shareholders before the meeting.
Shareholders must 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 21 March 2014, Riku Aalto was elected Chairman of the Board of Directors, and Tomi Aimonen (Vice Chairman), Matti Harjuniemi, Olli Luukkainen, Antti Rinne, Reima Rytsölä, Jan-Erik Saarinen and Ann Selin were elected members. Antti Rinne resigned from VVO-group plc's Board of Directors on 24 May 2014.
The Board of Directors had eight meetings in 2014, with an average attendance rate of 92 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 its various stakeholders.
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 making 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 Annual General Meeting is 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. Therefore, the main task of the Nomination Committee is to prepare a proposal for these decisions before the meeting, to be submitted to the next Annual General Meeting.
Until 21 March 2014, the Nomination Committee was chaired by Jarkko Eloranta and included Timo Ritakallio, Petri Lindroos and Ville-Veikko Laukkanen as members. As of 21 March 2014, the Nomination Committee was chaired by Jarkko Eloranta and included Timo Ritakallio, Pasi Pesonen and Ville-Veikko Laukkanen as members.
The Nomination Committee met twice during the review period, with an attendance of 100 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 position and oversee its financial reporting. The committee also assesses the sufficiency and adequacy of internal auditing and risk management.
Until 21 March 2014, the Audit Committee was chaired by Riku Aalto and included Tomi Aimonen and Matti Harjuniemi as members. As of 21 March 2014, the Audit Committee was chaired by Riku Aalto and included Matti Harjuniemi and Reima Rytsölä 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.
Until 21 March 2014, the Remuneration Committee was chaired by Riku Aalto and included Risto Murto and Ann Selin as members. As of 21 March 2014, the Remuneration Committee was chaired by Riku Aalto and included Tomi Aimonen and Ann Selin as members.
The Audit Committee met four times and the Remuneration Committee three times during the period under review. The average attendance rate was 92 per cent at Audit Committee meetings and 100 per cent at Remuneration Committee meetings.