Under the Articles of Association, TVO's Board
of Directors consists of a minimum of 7 and a maximum of 10 members. The term
of office of a Board member starts from the close of the Shareholders' Meeting
at which the election takes place and ends at the close of the Shareholders'
Meeting at which the new election takes place. According to the Articles of
Association, a shareholder who owns a minimum of 20 percent and a maximum of 50
percent of all the Company´s shares has the right to appoint three members to
the Board of Directors. The Board of Directors elects a Chairman and a Vice
Chairman from among its members. The Board convenes when summoned by the
Chairman or, where the Chairman is prevented from doing so, by the Vice Chairman.
More than half of the members of the Board present at a meeting constitute a
quorum.
The Board's
responsibilities and authority cover all matters related to the Company's
administration that, according to legislation or the Articles of Association,
are not handled by the Shareholders' Meeting.
The Board of Directors is responsible for the
administration and proper organization of the operations of the Company and for
appropriate arrangement of the control of the Company's accounts and
financials, and, among other things:
- appoints
the President and CEO
- appoints
other management of the Company
- ensures
conditions for the functioning of the management system
- ensures
conditions for systems and methods essential for nuclear safety and safety
culture
- approves
the Company's strategic goals and operating guidelines
- confirms
the annual action plan and the budget, and supervises their implementation
- approves
the principles applied to risk management and insurance
- compiles
the Report of the Board of Directors and approves the annual Financial
Statements
- adopts
the interim report
- decides
on major matters related to financing and collateral
- approves
major investments
- summons
the Annual General Meeting
- decides
on informing the shareholders
- decides
on the principles of the remuneration and commitment system
- approves
the charters of the committees and the regulations for the committees and
steering groups assisting the management
- deals
with other matters on the agenda that are submitted by the Chairman or Vice
Chairman or a member of the Board or the President and CEO
- compiles
an annual assessment of its own performance.
The Board of Directors monitors and evaluates
the financial reporting system in respect of the reporting and auditing, the
efficiency of internal control and audit and risk management system, and the
independence of the auditor and in particular the auditor’s offering of other
than audit services. In addition, the Board monitors the company's auditing
process and prepares the company's auditor selection.
The Board of
Directors promotes the interests of the Company and all its shareholders. The
members of the Board do not represent those parties who proposed them as
members or any other parties.
The Board of Directors in 2018
At the 2018 Annual General Meeting, the following persons were elected as members to the Board of Directors:
- Esa Kaikkonen (born 1969)
- Tapio Korpeinen (born 1963)
- Pekka Manninen (born 1954)
- Markus Mannström (born 1963)
- Markus Rauramo (born 1968)
- Anders Renvall (born 1973)
- Matti Ruotsala (born 1956)
- Tiina Tuomela (born 1966)
- Ilkka Tykkyläinen (born 1966) starting from August 1, 2018
- Lauri Virkkunen (born 1956) until July 31, 2018
- Rami Vuola (born 1968)
At its organization meeting held on the same day as the AGM, the Board elected Matti Ruotsala as Chairman and Lauri Virkkunen as Vice Chairman until July 31 2018. The Board also elected amongst its representatives the members and chairmen of the Board Committees. The Board elected Ilkka Tykkyläinen as Vice Chairman in August 2018.
During 2018, the Board of Directors convened 18 times. The average attendance rate at the meetings was 93.3 percent.
The members of the Board do not own Company shares.
The members are paid monthly remuneration and a fee for each meeting they attend.
