The members of the Board of Directors shall be appointed for one year at a time. The Shareholders’ Nomination Board prepares a proposal on the composition of the Board to the Annual General Meeting for its decision.
Ahlstrom-Munksjö’s Board members shall be professionally competent and as a group have sufficient knowledge of and competence, inter alia, in the company’s field of business and markets. The majority of the directors shall be independent of the company. In addition, at least two of the directors shall be independent of significant shareholders of the company.
The Board has general authority to decide on and act in any matters not reserved by law or under the provisions of the Articles of Association to any other governing body of the company. The Board of Directors is responsible for the management of the company and its business operations. Additionally, the Board is responsible for the appropriate arrangement of the bookkeeping and financial administration.
The operating principles and main duties of the Board of Directors have been defined in the Procedural Rules for the Board of Directors and include, among other things, to:
- establish business objectives and strategy,
- appoint, continuously evaluate and, if required, remove the CEO from office,
- ensure that there are effective systems in place for monitoring and controlling the group's operations and financial position compared to its stated objectives,
- ensure that there is satisfactory control of the company's compliance with laws and other regulations applicable to the company's operations,
- ensure that guidelines to govern the company's and the group's ethical conduct are adopted, and
- ensure that the company's external disclosure of information is marked by openness and is correct, timely, relevant and reliable, by way of, among other things, adopting a communication policy.
The Board of Directors makes a self-assessment of its performance, practices and procedures annually.