In accordance with the Company’s Articles of Association, the Board of Directors shall comprise at least five (5) and at most eight (8) members. The term of the members of the Board of Directors shall end at the end of the Annual General Meeting of the Shareholders following the election. The General Meeting of the Shareholders shall elect the Chair of the Board of Directors and the Board of Directors shall elect the Vice Chair of the Board of Directors, both for the same term as the other members.
The Corporate Governance Code for the companies listed on the Nasdaq Helsinki provides that the composition of the board of directors shall reflect the requirements set by the company’s operations and development stage. A person elected as a director must have the competence required by the position and the possibility to devote sufficient time to attending the duties. The number of directors and the composition of the board of directors shall be such that they enable the board of directors to see to its duties efficiently. Both genders shall be represented in the board of directors. The Code also provides recommendations concerning the independence of the members of the board of directors and the board committees.
The proposals for the composition and remuneration of the Board of Directors of Orion are prepared by the Company’s Nomination Committee, which is a body established and elected by the Board of Directors.
Departing from the recommendation of the Corporate Governance Code, the Nomination Committee can also include persons other than members of the Board. Before appointing members to the Committee, the Board shall hear the views of the largest shareholders in the shareholder register by the number of votes about the composition of the Committee. The hearing takes place at a meeting to which the twenty (20) largest registered shareholders by the number of votes shall be invited. The task of the committee is to prepare and present a recommendation to the Board of Directors for the proposal to the Annual General Meeting of shareholders concerning the composition and remuneration of the Board. The Board of Directors independently decides on its proposals to the General Meeting. The composition and remuneration of the Board of Directors are decided by the General Meeting.
When preparing the composition of the Board of Directors of Orion, attention is paid to the afore-mentioned requirements set by the Company’s Articles of Association and the Corporate Governance Code, as well as to the requirements set by the Company’s operations and the accrued attributes of diversity. Diversity is considered not only from the aspect of gender but also from other attributes promoting the Board’s diversity, such as the age structure of the Board, the members’ educational and professional background, their experience relevant for the position, and personal characters, for example. When preparing the composition, the way how the members’ skills, education and experience complement each other is also assessed. The Company’s long-term needs are also taken into account.
The purpose of the diversity principles is to contribute to making sure that the Board’s combined competence and experience and the diversity of its composition are sufficiently aligned with Orion’s strategic and operational needs. With regard to gender structure, the objective is that both genders are sufficiently represented on the Board.