The Board of Directors is responsible for the management of the company and the adequate organisation of its activities.
The Board’s duties include:
- the organisation of the company’s administration and operations
- responsibility for ensuring that the company’s accounting, financial management and financial control are organised in a reliable manner
- monitoring and assessing the financial position of the company and the group on an ongoing basis.
The Board of Directors defines the rules of procedure for its activities and the instructions to the Chief Executive Officer. The Board also decides on any changes to these documents.
ELECTION OF THE MEMBERS OF THE BOARD DIRECTORS
The members of the Board of Directors are elected annually at the Annual General Meeting. Pursuant to the Articles of Association of Endomines Finland Plc, the Company’s Board of Directors consists of a minimum of three and a maximum of eight members.
The proposal for the number of members and the composition of the Board of Directors is prepared and made by the Shareholders’ Nomination Board which is composed by representatives appointed by the two largest shareholders who, according to the statistics of Euroclear Finland Ltd, hold the most shares and votes on 31 August of each year as well as the Chairman of the Company’s Board of Directors.
Nomination Board’s proposal for the composition of the Board of Directors shall be publicly announced in connection with the publication of the notice of the General Meeting.
PLANNING OF THE COMPOSITION OF THE BOARD OF DIRECTORS
In accordance with the Finnish Corporate Governance Code (Corporate Governance Code 2020) (“Corporate Governance Code”), each member of the Board of Directors must have the competence required by the position and the possibility to devote a sufficient amount of time to attending to the duties. The number of members and the composition of the Board of Directors shall be such that they enable the Board of Directors to carry out its duties efficiently.
When preparing the proposal for members of the Board of Directors, Nomination Board’s attention shall be paid to the diversity of the future Board of Directors in accordance with Recommendation 9 of the Corporate Governance Code. When electing the members of the Board of Directors, the objective is to ensure that the Board of Directors as a collective supports the development of the current and future business of the Company.
When planning the composition of the Board of Directors, the Shareholders’ Nomination Board of Endomines Finland Plc takes into account the needs and development stages of the Company’s business operations as well as the areas of expertise required by the Committees of the Board of Directors as well as by the Board of Directors. When preparing the composition of the Board of Directors, long-term needs and succession planning are also taken into account.
The assessment of the independence of the Board member candidates is a material part of the appointment process. The independence of each candidate is assessed annually against the independence requirements set out in the Corporate Governance Code. The majority of the members of the Board of Directors shall be independent of the Company. At least two members of the Board of Directors who are independent of the Company shall also be independent of the significant shareholders of the Company.
In addition, the independence of a Board member, who has served as a Board member for more than 10 consecutive years, is subject to an overall evaluation on an annual basis made by the Nomination Board.
Each Board member shall provide the Board of Directors with sufficient information for the assessment of their independence, notify of any changes in the information affecting the assessment of their independence and provide the Board of Directors with their own assessment of their independence.
A Board member candidate shall, in confidence as instructed by the Company, provide the Nomination Board with sufficient information required to evaluate their independence and also their own assessment of their independence.
Ultimately, the Board of Directors assesses the independence of its members and reports which Board members are independent of the Company and which are independent of the significant shareholders. The Board of Directors makes the assessment annually, and the assessment is reported, amongst other things, in the Company’s Corporate Governance Statement. The evaluation is updated if needed during the year in the case of change in the factors affecting the independence of a Board member.
Diversity reinforces the objective that the Board of Directors’ competence profile as a whole supports the development of the current and future business of the Company, and it is seen as a material part and success factor that enables the achievement of strategic objectives and the continuous improvement of business operations.
The diversity of the Board of Directors is viewed from different perspectives. The material factors for the Company are the members’ complementary skills, education and experience from different professions and industries, different development stages of business operations and management, and the personal attributes of the members. The diversity of the Board of Directors is supported by experience from the international operating environment and relevant industries, as well as cultural knowledge and the consideration of age and gender representation.
The Company’s long-term objective is to achieve a more balanced representation of both genders in the Board of Directors. To achieve this goal, the Nomination Board seeks to ensure that representatives of both genders are included in the search and evaluation process of new Board members.
Both genders shall always be represented in the Board of Directors, and the Board of Directors shall consider it vital to maintain representation of the under-represented gender at a share of no less than one third of the Board members.
The realisation and development of diversity to achieve objectives are evaluated in the self-assessment discussion of the Nomination Board.
MONITORING AND REPORTING
The diversity principles of the Board of Directors will be made public to the extent considered appropriate by the Board of Directors in the Company’s annual Corporate Governance Statement. The description shall include at least the objectives for including representatives of both genders in the Company’s Board of Directors, as well as a description of the progress made towards the objectives and actions planned to achieve the objectives.
The Board of Directors has established three committees composed of its members: the Remuneration Committee, the Audit Committee and the Technical, Environmental and Safety Committee. The committees are responsible for preparing proposals relating to their areas of responsibility.
The Remuneration Committee prepares proposals on the remuneration and other terms of employment of the CEO and senior management. In particular, the Compensation Committee is responsible for preparing proposals to the Board of Directors on the remuneration policy, remuneration and other terms of employment of the Company’s senior management. The members of the Remuneration Committee are Ingmar Haga (Chairman) and Eeva Ruokonen.
The Audit Committee assists the Board of Directors in quality assurance of the company’s financial reporting, internal control and risk management. In addition, the Audit Committee monitors the audit process of the financial statements and consolidated financial statements, meets regularly with the company’s auditor, ensures the auditor’s impartiality, evaluates the audit services provided, assists the Nomination Committee in the selection of auditor candidates and in the remuneration of the auditor.
The members of the Audit Committee are Jeremy Read (Chairman) and Jukka-Pekka Joensuu.
Committee on Technology, Environment and Safety
The Technical, Environmental and Safety Committee reviews exploration and drilling plans in conjunction with management and provides general advice on technical, environmental, health and safety issues. The members of the Committee are Markus Ekberg (Chairman) and Ingmar Haga.