Duties and meeting practises

Investors, BOD

Duties and meeting practises

Duties of the Board of Directors

Atria's Board of Directors shall ensure the appropriate organisation of the company’s administration, operations, accounting and supervision of asset management. To this end, the Board of Directors has adopted written rules of procedure concerning the duties of the Board, the matters to be dealt with, meeting practices and the decision-making procedure. According to these rules, the Board of Directors discusses and decides on significant matters related to the company’s strategy, investments, organisation and financing. The rules of procedure lay down the following key duties for the Board of Directors:

• Approving the strategic goals and guidelines for the Group and its business areas
• Approving the budgets and business plans for the Group and its business areas
• Deciding on the investment plan for each calendar year and approving major investments that exceed one million euros
• Approving major M&A and restructuring operations
• Approving the Group’s operating principles for important elements of management and supervision
• Discussing and adopting interim reports and financial statements
• Preparing the items to be dealt with at General Meetings and ensuring that decisions are implemented
• Approving the audit plan for internal auditing
• Appointing the CEO and deciding on his or her remuneration and other benefits
• Approving, at the CEO’s proposal, the hiring of his or her direct subordinates and the principal terms of their employment contracts
• Approving the organisational structure and the key principles of incentive schemes
• Monitoring and evaluating the CEO’s performance
• Deciding on other matters that are important in view of the size of the Group and that are not part of day-to-day operations, such as considerable expansion or contraction of business or other material changes to operations, the taking of long-term loans and the sale and pledging of fixed assets
• Deciding on other matters which, under the Limited Liability Companies Act, fall within the remit of the Board of Directors
• Performing the Audit Committee’s duties referred to in recommendation 27 of the Corporate Governance Code

The Board of Directors regularly assesses its operations and working methods through self-evaluation once a year.

Meeting practices and information flow

The Board of Directors meets at regular intervals about 10 times during the term in accordance with a separate meeting schedule confirmed in advance by the Board, and when necessary. In 2015, the Board of Directors met thirteen (13) times. The average attendance of the members of the Board of Directors was 93%.

During the meetings of the Board of Directors, the CEO gives a review of the financial situation of the Group by business area. The review also covers forecasts, investments, organisational changes and other issues that are important for the Group.

The company shall provide the Board of Directors with sufficient information on the company’s operations to enable the Board to properly perform its duties. The agenda of the meeting shall be delivered to the members of the Board of Directors at least one week before the meeting. The meeting material shall be prepared by the CEO and the secretary of the Board of Directors according to the instructions provided by the Chairman. The meeting material shall be delivered to the members at least three days before the meeting.