Composition and duties of the Board of Directors

The Board of Directors supervises and controls the management and operations of the company. The duty of the Board is to promote the interests of shareholders and the Group by overseeing the administration and proper organization of operations. The Board of Directors has two committees: the Audit Committee and the Human Resources Committee. The Board has ratified charter regarding its operation. Both committees also have charters ratified by Board of Directors. The Board of Directors is responsible for its operations to General Meeting, which discharges the members of the Board of Directors and the President from liability.

Duties

The Board of Directors is responsible for the administration and the proper organization of the operations of the company as well as for the appropriate arrangements of bookkeeping and financial administration. The Board of Directors has an approved charter, and it regularly assesses its validity. According to its charter, the Board of Directors controls and supervises the operations of the Company and the Group and approves the key operating principles, objectives and strategies. The Board of Directors oversees the operations, financials and risk management of the Group.

In particular, the following duties are handled and decided on by the Board of Directors;
  • Appointment and dismissal of the CEO and his/her optional deputy and senior management and the terms of their employment
  • The Group’s strategy and long-term objectives
  • Group budgets and business plans and overseeing their implementation
  • Approving the financial statements and interim reports
  • Significant acquisitions and divestments with a value more than 10 million euros and investments with a value of 5 million euros
  • Bids and agreements with a value of more than 50 million euros
  • Key Policies
  • Organization of the Group and
  • Principles of risk management

Composition

According to Articles of Association, the Board comprises of the Chairman and the Vice chairman and 3 to 6 members elected by the general meeting of shareholders. The term of a Board member begins from the general meeting in which they have been elected and ends at the end of the next general meeting.

The first Board of Directors of Caverion Corporation was elected by the Extraordinary General Meeting of YIT Corporation that decided on the partial demerger of YIT Corporation on June 17, 2013.

Independence

The majority of the members must be independent of the company as specified in Recommendation 14 of the Finnish Corporate Governance Code. In addition, it is required that at least two members representing this majority be independent of the significant shareholders of the company. The Board shall evaluate the independence of the directors annually. A director shall also discuss the evaluation of their independence in meetings of the Board whenever a change has taken place in circumstances affecting such an evaluation.

Meetings and decision-making

The Board shall convene approximately once a month according to a meeting schedule. Additional meetings may be held at other times when required.The Board of Directors assesses its performance annually.

The Board shall convene at the invitation of the Chairman or, if they are not available, their deputy, and shall be deemed to be a quorum when more than half of the members are present. Decisions are adopted based on a simple majority. In case of a tie, the opinion supported by the Chairman or, if they are not available, the deputy Chairman shall be adopted.

The CEO of the Company and the secretary called by the Board shall usually attend the meetings of the Board. The CEO of the Company and the secretary of the Board shall prepare the meetings and the agenda in cooperation with the Chairman of the Board. The members of the Board evaluate the operation of the Board each year.