The duties of the Supervisory Board


The duties of the Supervisory Board

In accordance with Atria Plc’s Articles of Association, the company has a Supervisory Board elected by the General Meeting. The Supervisory Board consists of a minimum of 18 and a maximum of 21 members, who are elected for terms of three years. No person who is aged sixty-five (65) or older can be elected to the Supervisory Board. The Supervisory Board elects a Chairman and a deputy Chairman from amongst its members for terms of one year. The Supervisory Board meets three times a year on average.

The duties of the Supervisory Board are specified in the Limited Liability Companies Act and Atria Plc’s Articles of Association. The key duties of the Supervisory Board are as follows:

- Supervising the administration of the company by the Board of Directors and the CEO.

- Providing instructions to the Board of Directors on matters that are of far-reaching consequence or important in principle.

- Submitting its statement on the financial statements and auditors’ report to the Annual General Meeting.

 Shareholders of the company representing more than 50% of the votes granted by the company`s shares have expressed their satisfaction with the current model based on the Supervisory Board, because it brings a far-reaching perspective on the company’s operations and decision-making.    

The Annual General Meeting decides on the remuneration of the members of the Supervisory Board. The remuneration paid to the Supervisory Board in 2014 was as follows:

  • Meeting compensation 250 euros/meeting
  • Compensation for loss of working time 250 euros for meeting and proceeding dates
  • Fee of the Chairman of the Supervisory Board 3,000 euros/month
  • Fee of the Vice Chairman of the Supervisory Board 1,500 euros/month
  • Travel allowance according to the Company's travelling policy

The members of the Supervisory Board have no share incentive plans or share-based bonus schemes.

The Annual General Meeting held in 2015 decided according to the proposal of the Nomination Board that the monthly fees of the Chairmen of the Supervisory be halved, and that other remuneration and compensation for meeting expenses be unchanged.

In 2014, the monthly and meeting fees paid to the members of the Supervisory Board for participating in the work of the Supervisory Board (including being a member of the Supervisory Board of another company belonging the same Group) were as follows: