Vaisala’s Board of Directors is responsible for the administration and the proper organization of the operations of the Company. In accordance with Vaisala Corporation’s Articles of Association, the Company’s Board of Directors comprises at least four and at most eight members. All Board members are appointed by an Annual General Meeting. The Board elects a Chairman and a Vice Chairman from among its members.
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 term of the members of Vaisala’s Board of Directors deviates from the Recommendation 10 of Corporate Governance Code, which recommends a term of one year. Under the Articles of Association, the term of the Board members is three years. The term begins at the close of the General Meeting of Shareholders at which the member is elected, and ends at the close of the third subsequent Annual General Meeting following the member’s election.
The Board of Vaisala convenes at least six 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.
The Board 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’s work.