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 the Chairman and Vice Chairman from among the members.
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 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 ensures that the principles of the Group’s risk management are defined and annually ensures that key business risks are identified and systematically monitored. The Board of Directors also ensures that the Company has a functional system of internal controls.
The Board of Directors appoints and dismisses the President & CEO as well as his/her immediate subordinates. It decides on the pay, incentive scheme and other benefits received by the President & CEO and his/her immediate subordinates on the basis of a proposal made by the Remuneration 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 President & CEO presents his review of the Group’s different business sectors as well as financial reports on the Group.
Members of the Board of Directors
The Annual General Meeting held in spring 2009 elected six persons to serve as members of the Board of Directors, all of whom are independent of the Company. Of the board members, Berndt Brunow, Juhani Mäkinen, Mikael Mäkinen, Heikki Räty and Teppo Taberman are independent of the Company’s major shareholders.
The six members of the Board of Directors of Lemminkäinen Corporation are:
- Berndt Brunow, b. 1950, Chairman of the Board
- Juhani Mäkinen, b. 1956, Vice Chairman of the Board
- Mikael Mäkinen, b. 1956
- Kristina Pentti-von Walzel, b. 1978
- Heikki Räty, b. 1953
- Teppo Taberman, b. 1944
Meetings
Lemminkäinen Corporation’s Board of Directors generally convenes once a month. There were 11 board meetings in 2009 and the attendance rate of the board members was 100 per cent (2008: 95).
Fees
The 2009 Annual General Meeting decided that the Chairman would be paid a fee of EUR 10,000 (2008: 11,000) per month and the board members would each received a fee of EUR 3,000 (3,000) per month. The board members also receive an attendance fee of EUR 500 per meeting.
Self-assessment
The Board of Directors makes an annual internal self-assessment of its work. Amongst other things, the Board assesses the accomplishment of the order of business, as well as the Board’s structure and working practices. The Board also makes an annual assessment of the independence of its members.
Updated 26.3.2010