The Board of Directors has general competence to decide and act in all such matters that are not reserved by the Companies Act or Articles of Association to other corporate governing bodies. The Board of Directors is responsible for the appropriate organization, administration and supervision of the Company’s operations. 

The Board of Directors has a general obligation to pursue the best interest of the Company and all of its shareholders. The members of the Board of Directors shall act in good faith and with due care, exercising their business judgement on an informed basis to strive for outcomes that they believe to be in the best interest of the Company and its shareholder community as a whole.

The Board approves the Company’s strategic objectives and the principles for risk management and ensures that the Company's management, control and internal audit systems function effectively. 

In order to carry out its tasks the Board shall:

  • confirm the Charter of the Board of Directors, assess its appropriateness on a regular basis, and update the Charter as needed;
  • confirm the Charters of the Committees, and appoint their Chairs and members;
  • annually approve the Company’s strategy, budget and business plan and supervise their execution; 
  • arrange the control, supervision and audit of the Company's accounts and finances;
  • review and approve interim reports, financial statements and the board of directors' report;
  • define the Company's dividend policy;
  • appoint and discharge from his/her duties the CEO and the deputy CEO or CEO’s;
  • approve the appointment and discharge of the Group Management Team based on the CEO's proposal;
  • resolve on the remuneration and incentives of the CEO and the Group Management Team; 
  • monitor performance of the CEO and resourcing of the Group Management Team;
  • steer and supervise the CEO, including the monitoring and supervision of the key project risk management;
  • confirm the group's organizational structure and decide on any material organizational changes;
  • decide on completion of corporate acquisitions;
  • decide on strategically significant investments and divestments and on any other matters that are of particularly material importance to Company;
  • decide on the guidance and financial targets as well as any amendments to these;
  • annually assess the performance of the Board of Directors, including its activities and working methods, and its individual members;
  • summon the General Meetings of Shareholders and prepare proposals on matters to be considered in the meetings; 
  • decide on the publication of important information concerning the group and its activities;
  • monitor issues pertaining to significant risks and risk management activities; and
  • ensure that adequate policies for risk management are in place.

With regard to financial and sustainability reporting and audit, the duty of the Board of Directors is in particular to monitor and assess the Company’s reporting system, the efficiency of internal controls, internal audit, and risk management systems and how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm’s length terms. The Board further monitors and assesses the independence of the Company’s auditor and that the auditor’s non-audit and sustainability reporting assurance services are compatible with the auditor’s independence. The Board also supervises the Company’s audit and sustainability reporting assurance, and prepares the appointment of the auditor and the assurance provider. Preparation of matters relating to these duties is the responsibility of the Audit Committee.

Board Charter of Sitowise Group Plc