Board of Directors
The duties and responsibilities of the Board of Directors are governed by the Finnish Companies Act and other relevant legislation. The Board of Directors oversees the management and business operations of Tikkurila.
In accordance with the Articles of Association, the Board of Directors of Tikkurila Oyj comprises 3–7 members that have been elected by the Annual General Meeting for a term that lasts until the end of the next Annual General Meeting. The Board is convened by the Chairman, which is elected by the Board within its members immediately after the Annual General Meeting of the Shareholders. The Board of Directors has a quorum when more than half of its members attend the meeting. The President and CEO, as well as the CFO, of the Group attend the Board meetings presenting the issues being discussed or decided upon, and the Group Vice President, Legal Affairs, acts as the Secretary of the Board.
The main duties of the Board include:
- to approve the strategy of the Group;
- to decide on long-term financial and operational goals;
- to approve business plans;
- to decide on any major corporate restructuring, merger, acquisition or divestment;
- to decide on major investments and major expenses, commitments and internal policies;
- to decide on key funding and risk management issues and related pledges and commitments;
- to approve or confirm the appointment and remuneration of the Group management;
- to appoint and dismiss the Group President and CEO, and to confirm the appointments of the members of the Tikkurila Management Team;
- to monitor and evaluate the performance of the Group President and CEO;
- to ensure the adequacy of planning, information and control systems, as well as the handling of financial reporting and risk management;
- to make proposals for, including but not limited to proposing the dividend payout, and to convene the Annual General Meeting;
- to oversee that the Group's disclosure policy is applied; and
- to ensure that the supervision of the accounting and financial matters, and any audits thereby, are properly organized.
On April 12, 2018, the AGM elected seven Board members. The AGM re-elected Jari Paasikivi, Riitta Mynttinen, Pia Rudengren, Petteri Walldén and Harri Kerminen and elected Catherine Sahlgren and Heikki Westerlund as new members to the Board of Directors. Furthermore, Jari Paasikivi was re-elected as Chairman and Petteri Walldén as Vice Chairman.
In 2017, the Board of Directors met 12 times. The average attendance rate at the meetings was 99%.
All of the Board members are independent of the company, and other members than Jari Paasikivi are also independent of major shareholders. Chairman of the Board, Jari Paasikivi, is the CEO of Oras Invest Oy, and hence he is not independent of the key shareholders, since Oras Invest Oy owns approximately 18 percent of Tikkurila Oyj’s shares.