The term of the members of the Board of Directors ends at the end of the Annual General Meeting of Shareholders following the election. The General Meeting of Shareholders elects the Chair of the Board of Directors, and the Board of Directors elects the Vice Chair of the Board of Directors, both for the same term as the other members.
The Board of Directors manages the operations of the Company in accordance with the provisions of the law and the Articles of Association. The Board of Directors of the parent company also functions as the so-called Group Board of Directors. It handles and decides all the most important issues relating to the operations of the whole Group or any units irrespective of whether the issues legally require a decision of the Board of Directors. The Board of Directors may handle any issue relating to a company or unit of the Orion Group if deemed appropriate by the Board of Directors or the President and CEO of the parent company. The Board also makes sure that good corporate governance practices are followed in the Orion Group. The Board’s charter includes a list of key matters to be handled by the Board of Directors.
The Board of Directors has an Audit Committee, a Personnel and Remuneration Committee and an R&D Committee. The members and the chairs of the committees are elected by the Board of Directors from among its members in the organising meeting following the election of the Directors. Each committee shall have at least three members and they shall have the expertise and experience required for the duties of the committee. The designated auditor of the Company's auditor also attends the meetings of the Audit Committee. The committees prepare matters belonging to their sphere of responsibility and make proposals on these matters to the Board of Directors.
In addition to the committees composed of Board members, the Company has a Nomination Committee which can also include persons other than members of the Board. The Nomination Committee prepares a recommendation to the Board of Directors for the proposal to the Annual General Meeting of the Shareholders concerning the composition and compensation of the Board. In its recommendation, the Committee observes the recommendations 8 and 10 of the Corporate Governance Code concerning the composition of the Board and the independence of the Directors.
Members of the Board of Directors
The Annual General Meeting held on 22 March 2023 elected seven members to the Board of Directors. Mikael Silvennoinen was elected Chair. At its organising meeting, the Board of Directors elected Hilpi Rautelin as Vice Chair.
Composition of the Board of Directors as of 22 March 2023:
|Board of Directors||Born||Education||Main position
|Mikael Silvennoinen||Chair||1956||M.Sc. (Econ.)||Executive Chairman of IMS Talent Oy|
|Hilpi Rautelin||Vice Chair||1961||M.D., Ph.D., Specialist in Clinical Microbiology||Visiting Professor, Karolinska Institutet|
|Kari Jussi Aho||Member||1960||M.Sc. (Econ. and Bus. Adm.), MBA||Business owner and entrepreneur|
|Maziar Mike Doustdar||Member||1970||Bachelor of Arts (International Business)||Executive Vice President, Novo Nordisk|
|Ari Lehtoranta||Member||1963||M.Sc. (Eng.)||Board professional|
|Veli-Matti Mattila||Member||1961||M.Sc. (Tech.), MBA||CEO of Elisa Corporation|
|Eija Ronkainen||Member||1966||Licentiate of Medicine, Specialist in Internal Medicine||Specialist in Internal Medicine, Hyvinkää Hospital|
|Karen Lykke Sørensen||Member||1962||Master of Science (Eng.), MBA||CEO of Philips Capital, Global|
Independence of the Board members
All members of the Board of Directors have been evaluated to be independent of the Company and its significant shareholders in the manner described in the Finnish Corporate Governance Code.
Meetings of Board of Directors and Board’s right to receive information in 2022
A new member of the Board of Directors shall at the start of the term of office be familiarised with the Company structure, strategy, operations and different business areas, and the Group’s Corporate Governance.
In 2022, altogether 12 Board meetings were held (15 Board meetings in 2021). The average attendance of the members was 98% (99%). The Board also made decisions on four occasions without holding a meeting. A more detailed breakdown of the Board members attendance in Board meetings is available in the Corporate Governance Statement.
The Board of Directors conducted the most recent evaluation of its operations in autumn 2022. In the annual evaluation, the Board of Directors assesses, among other things, the strategic effectiveness and efficiency of the Board’s work and the cooperation between the Board of Directors and the President and CEO. The purpose of the evaluation was to identify potential areas for development and to find ways to further develop the strategic effectiveness and the efficiency of the Board's work and the cooperation with the President and CEO. In the evaluation of its operations, the Board also conducts an evaluation of operations of its committees.
Charter of the Board of Directors
The Board of Directors shall meet as often as is required by its duties. An annual schedule shall be confirmed for the regular meetings, i.e. for those to be held prior to the disclosure of the annual financial statements and interim reports, the strategy meeting and other meetings confirmed in the annual programme. In addition to the regular meetings, the Board can have additional meetings.
The Board of Directors has adopted a written charter containing the rules for:
- constitution of the Board of Directors
- meeting arrangements
- minutes of the meetings
- confidentiality obligations of Board members
- disqualification situations
- the most important matters to be handled by the Board
- communication about the matters handled by the Board
- evaluation of the Board’s operations.
The members of the Board have an obligation to see to it that the provision of the Companies Act pertaining disqualification. A disqualified member shall inform about his/her disqualification before the consideration of the matter and withdraw from the consideration. Disqualification shall always be recorded into the minutes of the meeting.
The members of the Board shall follow the obligations concerning insiders provided in legislation, regulations and the Insider Guidelines of the Orion Group.
The Board of Directors conducts regular evaluations of its operation and working methods.