The Board of Directors’ meetings and duties
Vaisala’s Board of Directors convenes at least seven times each year and if otherwise needed. The Group President and CEO and the Chief Financial Officer also attend Board meetings. The other members of the Management Group attend Board meetings as required on the invitation of the Board of Directors. The Board of Directors may, on the basis of the Chairman’s decision, establish working groups from among its members in individual cases in order to prepare the matters allocated for it in order to ensure the effective organization of the Board of Directors’ work. Vaisala’s Board of Directors operates in accordance with an approved charter. The meetings may, if necessary, be held as conference calls or e-mail meetings. Minutes of the meeting are compiled for each meeting, with yearly running numbering. Vaisala’s General Counsel acts as the Secretary of the Board of Directors.
The Board will have a quorum when more than half of members are present. Decisions are made on a simple majority basis, and when the votes are even, the Chairman has the casting vote. When the votes for election of the Chairman are even, the Chairman is elected by drawing lots.
The President and CEO is responsible for the execution of the Board of Directors’ decisions and reports to the Board on deficiencies or problems observed during the execution.
Regular meetings include:
- financial statement meeting,
- Board’s organizing meeting,
- Interim Report meetings (3 times),
- business review and strategy meeting, and
- action plan, budget and incentive matters meetings.
Main responsibilities of the Board of Directors are
- To decide on the election and dismissal of the President and CEO.
- To decide on the employment terms of the President and CEO.
- To ensure that the company has organized internal control of accounting and financial management as well as to monitor the effectiveness of supervision.
- To determine the company's strategy and oversee its implementation, and to approve the strategic plans of the business areas.
- To determine the company's long-term objectives and to monitor their implementation, and to accept long-term goals of the business areas.
- To assess the company's and its business areas’ annual action plans.
- To approve the company's and its business areas’ annual financial targets.
- To make the most important business decisions such as acquisitions, divestitures, major contracts and liabilities, investments and financing arrangements.
- To set approval limits for investments and commitments, which cannot be exceeded without Board of Directors approval.
- To handle and approve the financial statement release, financial statement and the Board of Directors' Report and Corporate Governance Statement.
- To make a dividend proposal to the Annual General Meeting.
- To handle and approve Interim Reports.
- To monitor the evaluation and management of risks related to company's strategy and business operations.
- To decide on management remuneration and incentive systems.
The responsibilities of the members of the Board of Directors when performing their duties is to always act with due care and in good faith while using their judgment, based on sufficient information, in a manner they reasonable believe to promote the interests of the Company.
The President and CEO and members of the Management Group, as instructed by the President and CEO, represent the Company in relation to shareholders, investors, the media and other stakeholders. The Board members usually direct third-party enquiries to the President and CEO. The Board of Directors is represented by the Chairman of the Board of Directors.