Function and responsibilities
Board of Directors of the Parent Company
Lemminkäinen Corporation’s Annual General Meeting elects each year at least four and at most eight members to serve on the Company’s Board of Directors. The term of office of the board members ends at the conclusion of the first Annual General Meeting held after their election. The Board of Directors elects its Chairman and Vice Chairman from among the members.
Six members were elected to serve on the Board of Directors at the AGM held in spring 2008: Heikki Pentti, Berndt Brunow, Juhani Mäkinen, Kristina Pentti-von Walzel, Teppo Taberman and Sakari Tamminen.
Heikki Pentti passed away on 19 April 2008 after a serious illness. He was a Director of the Company for 39 years. He served as the Chairman of the Board of Directors from 1994 onwards.
Lemminkäinen Corporation's Board of Director has convened an organisation meeting after the death of the Chairman of the Board, Heikki Pentti. Berndt Brunow was elected to serve as the Chairman of the Board, and Juhani Mäkinen as the Vice Chairman. The other board members are Kristina Pentti-von Walzel, Teppo Taberman and Sakari Tamminen. Berndt Brunow, Juhani Mäkinen, Teppo Taberman and Sakari Tamminen are independent of the Company and its significant shareholders.
The Board of Directors will work as a five-member body until the next Annual General Meeting is held in spring 2009.
Meetings
Lemminkäinen Corporation’s Board of Directors generally meets once a month. There were 11 board meetings in 2007 and the overall attendance rate of the board members was 100 per cent.
Order of business
The Board of Directors handles matters in accordance with its order of business and decides on important matters of principle and issues with far-reaching consequences for the Group.
In accordance with its order of business, the Board of Directors confirms Lemminkäinen Corporation’s values, strategy and business policies, and monitors their implementation and topicality. The Board of Directors makes decisions in accordance with its mandate in the Articles of Association on matters such as expansion into new business areas and the discontinuation of old businesses. The Board of Directors approves the budgets of Group companies as constituent
parts of the Group’s budget, and makes investment and financing decisions that are important for the Group. In addition, the Board of Directors decides on the content of the Group’s environmental, insurance and other key policies.
The Board of Directors appoints and dismisses the Managing Director as well as his/her immediate subordinates. It decides on the salary, fees and other benefits received by the Managing Director and his/her immediate subordinates on the basis of a proposal made by the Remuneration and Appointments Committee. The Board of Directors also decides on the principles of the Group’s incentive pay schemes.
At meetings of the Board of Directors the Managing Director presents his review of the Group’s different business sectors as well as financial reports on the Group.
Fees
The 2008 Annual General Meeting decided that the Chairman would be paid a fee of EUR 11,000 per month and the board members would each receive a fee of EUR 3,000 per month.
Internal self-assessment
The Board of Directors makes an annual internal selfassessment of its work.
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Updated 24.4.2008