The Board of Directors is responsible to the shareholders for the organization and management of the Company. In accordance with the Articles of Association, the Board of Directors of Endomines shall have three to eight members, with a maximum of four deputies. Currently, the Board of Directors comprises five members. The Board of Directors meets at least six times a year.
Members of the Board of Directors are appointed for a term of one year at a time, and Endomines CEO is not a member of the Board of Directors.
The Board of Directors’ duties include:
- organizing and managing of the Company’s affairs
- ensuring that the Company’s organization is designed in such a way that bookkeeping, asset management, and the Company’s overall financial affairs are controlled satisfactorily
- assessing the Company and Group’s financial situation regularly.
- The Board of Directors has established rules of procedure for the Board and the CEO, and it decides on any amendments to these documents.
The Board of Directors has established three committees from among its members: the Remuneration Committee, Audit Committee and Technology, Environment and Safety Committee tasked with preparing matters concerning the respective areas of responsibility.
The Remuneration Committee prepares matters concerning remunerations and other terms of employment for the Company’s CEO and senior executives. In particular, the Remuneration Committee submits proposals for resolution by the Board of Directors regarding remuneration principles, remunerations and other terms of employment for the Company management. Members of the Remuneration Committee are Ingmar Haga (Chair) and Thomas Hoyer.
The Audit Committee is responsible for assisting the Board of Directors in its work regarding quality assurance of the Company’s financial reporting, internal control and risk management. Moreover, the Audit Committee reviews the audit of the annual accounts and consolidated accounts, meets with the Company’s auditor on a regular basis, monitors the auditor’s independency, evaluates the audit work, and assists the Nomination Committee in compiling proposals for auditors and determining their remuneration.
Members of the Audit Committee are Jeremy Read (Chair) and Ingmar Haga.
Technology, Environment and Safety Committee
The Technology, Environment and Safety Committee is together with the Company’s management tasked to review the exploration and drilling plans and act as a general advisor in questions regarding technology, environment and safety. The Committee members are Rauno Pitkänen (Chair) and Ingmar Haga.