Board of Directors

The Annual General Meeting elects each year Componenta's Board of Directors, which according to the Company's Articles of Association has 3 – 7 members. The term of office of the Board continues until the close of the following Annual General Meeting. The Board elects from its members Chairman and Vice Chairman.

The majority of the Board members must be independent of the Company. In addition, at least two of the members belonging to this majority must be independent of major shareholders in the Company. Independ-ence is evaluated in accordance with Recommendation 15 of the Corporate Governance Code for Finnish listed companies.

The Annual General Meeting on 23 February 2012 elected the following elected the following seven members to Componenta’s  Board of Directors: Harri Suutari (Chairman), Juhani Mäkinen (Vice Chairman), Pii Kotilainen, Heikki Lehtonen, Marjo Miettinen, Riitta Palomäki and Matti Ruotsala. 

Heikki Lehtonen is President and CEO of Componenta Corporation. He is also a major shareholder in the Company through companies that he controls. Other members of the Board of Directors are independent of the Company and of the shareholders.

The Annual General Meeting decides on the remuneration of the Board of Directors.

The General Meeting on 23 February 2012 resolved that the yearly remuneration payable to the Chairman of the Board shall be 60,000 euro and the remuneration payable to other members of the Board of Directors shall be 30,000 euro. In addition, the members of the committees of the Board of Directors will be paid 5,000 euro. 

The Board of Directors draws up written Rules of Procedure for itself. The main tasks and duties of the Board of Directors are:

• The Board oversees the management and business operations of Componenta and makes major decisions relating to the strategy, capital expenditure, organization, corporate restructuring and fi-nancing.
• The Board appoints the President and CEO and the members of the Group's Corporate Executive Team, and approves the organizational structure and the principles for incentive schemes.
• The Board ensures that the Company's accounting, supervision of financial management and risk management have been arranged appropriately.
• The Board approves the key operating principles and values, and confirms the annual business plans and budgets.
• The Board makes proposals to the General Meetings and convenes the meetings.

The Board meets when it is convened by the Chairman or, in his absence, by the Vice Chairman. The Board forms a quorum when more than half of the members are present, and one of them must be the Chairman or Vice Chairman. Componenta's CFO serves as secretary to the Board meetings.

The Board of Directors evaluates its own performance annually under the leadership of the Chairman. The Board also reviews the corporate governance annually and amends it when required.

Information related to the Board members and their holdings is given under "Board of Directors presentation".