The Board of Directors supervises Sitowise’s operations and management, deciding on significant matters concerning the company strategy, investments, organization and finance in accordance with the Finnish Companies Act. The Board of Directors has general competence to decide and act in all matters not reserved for other corporate governing bodies by law or under provisions of the Company’s Articles of Association. The Board approves Sitowise’s strategic objectives and principles for risk management and ensures that the Company’s management, control and internal audit systems function effectively.
The Board of Directors has compiled a written working order for its operations, defining the main duties and operating principles of the Board. According to the working order, the Board of Directors’ duties include, among others:
- confirming the Charter of the Audit Committee, the Nomination Committee and the Remuneration Committee and appointing their Chairs and members;
- annually approving the Company’s strategy, budget and business plan and supervising their execution;
- arranging the control, supervision and audit of the Company’s accounts and finances;
- reviewing and approving interim reports, financial statements and the annual report;
- defining the Company’s dividend policy;
- appointing and discharging from his/her duties the CEO, the deputy CEO and the management team;
- resolving on the remuneration and incentives of the CEO and the management team;
- steering the operations of the Company and supervising and monitoring the CEO;
- confirming the Group’s organizational structure and deciding on any material organizational changes;
- deciding on acquisitions;
- deciding on large and strategically significant investments and divestments and on any other matters that are of material importance to Sitowise;
- deciding on guidance and financial targets and changes to them;
- annually assessing the performance of the Board of Directors, including its activities and working methods, and its individual members;
- deciding on the publication of important information concerning Sitowise and its activities.
Further, the Board of Directors shall monitor issues pertaining to significant risks and risk management activities, performance of the CEO and resourcing of the top management. The Board of Directors shall ensure that adequate policies for risk management are in place.