The Board of Directors is responsible for the administration and proper organization of the operations of the company and is responsible for ensuring that the company's accounting and financial control is properly organised. The Board of Directors deals with matters of wide-ranging and fundamental importance for the operation of the company and its subsidiaries. The Board of Directors of Fondia Plc has established written rules of procedure for the duties of the Board of Directors, the matters to be dealt with, the meeting procedure and the decision-making process.
To carry out its tasks, the Board of Directors shall, among other things:
adopt a business strategy;
set the operational values of the company and its subsidiaries;
approve the business plan and budget annually, and monitors their implementation;
decide on the company's main organizational structure and management system;
approve the main policies of the company
consider and approve the annual and half-yearly financial statements;
determine the company’s dividend policy and proposes to the general meeting the amount of the dividend to be paid;
appoint the CEO and decide on his/her remuneration and the conditions of his/her employment;
approve the appointment and remuneration of the members of the company's management team;
decide on the principles of remuneration and incentive schemes for personnel;
decide on individual investments of strategic or financial importance and on acquisitions, disposals or reorganisations;
decide on donations other than minor donations;
establish annually the principles of internal control, internal audit and risk management of the company and address the most significant risks and uncertainties related to the company's activities;
evaluate annually its activities and the performance of the CEO - the evaluation of the Board of Directors may be carried out either by the Board of Directors itself or by an external party;
consider and approve the company's Corporate Governance Statement;
consider and approve the company's Remuneration Policy and annual Remuneration Statements; and
is responsible for any other duties assigned to the Board of Directors by the Companies Act or elsewhere.
The Board of Directors may establish committees (for example, an Audit Committee and a Remuneration Committee) to prepare tasks for which it is responsible, if the scope of the company operations or the effective performance of the Board’s tasks so requires. Currently, the duties of the Audit Committee in accordance with the Finnish Corporate Governance Code are handled by the entire Board.