Composition and election of the Board of Directors
Vaisala’s Board of Directors is responsible for the administration and the proper organization of the operations of the Company. The Board acts in accordance with Vaisala’s Articles of Association and the applicable legislation as well as the instructions and recommendations of the Financial Supervisory Authority and Nasdaq Helsinki Ltd. In accordance with Vaisala’s Articles of Association, the Company’s Board of Directors comprises at least four and maximum eight members. All Board members are appointed by the Annual General Meeting. The Board of Directors elects a Chairman and a Vice Chairman from among its members. Under the Articles of Association, the term of the Board members is three years. The term begins at the close of the Annual General Meeting at which the member is elected, and ends at the close of the third subsequent Annual General Meeting following the member’s election.
Selection criteria and the independence of the members of the Board of Directors
The primary goal in Board member election is to gather to the Board of Directors capability, know-how and experience from various technologies, international relations, global business and strategically significant industries. The Board should be considered as a whole that is capable of managing its tasks and duties in the best possible way. In addition, the Board should consist of members of both sexes and the members should have the chance to allocate a sufficient amount of time to managing their tasks.
The majority of the Board members must be independent of the Company and at least two members in this majority must be independent of the Company’s major shareholders. The Board of Directors evaluates the independence of the members annually.
After election, all new Board members will be familiarized with Vaisala’s operations. This includes presentations by the top management, in which the newly elected Board members are given information on the Company’s business, strategy and long-term goals as well as on significant economic, accounting and risk management.
The members of the Board of Directors are bound by laws related to commercial and trade secrets as well as by the restrictions related to insiders. The Board and its members must in their decision-making and other activities act in accordance with the interest of the Company and all its shareholders, and in accordance with the principle of due care.
The Board of Directors self-evaluates its operations and way of working annually.