The task of the Board of Directors is to see to the governance of the company and ensure the appropriate organization of the company’s operations.
The duties and operating principles of the Board of Directors are based on Finnish legislation, in particular the Finnish Limited Liability Companies Act and the Securities Market Act, as well as on the company’s Articles of Association, the rules of Nasdaq Helsinki and the Finnish Corporate Governance Code for companies listed on Nasdaq Helsinki.?The Charter of the Board of Directors further specifies the duties of the Board as well as the methods of working at a practical level. For example, the Board of Directors is responsible for defining strategy for the Rovio Group and duly arranging the business, administration and operations of the Rovio Group. The Board of Directors constitutes a quorum when more than one-half of the members are present.
In addition to its specific duties defined in legislation and the company’s Articles of Association, Rovio’s Board of Directors:
- decide on the basic strategies of the Rovio Group business units’ business plans and budgets and monitor their implementation;
- decide authority frames for capital expenditure for the Rovio Group;
- decide the?approval and signing levels and monitor their implementation;
- decide on any major individual investment or expenditure as well as on any other major and strategically significant investments; and
- decide on major business acquisitions and divestments, major sales contracts, significant financing arrangements by any of the Rovio Group companies.
In addition, the Board of Directors shall:
- decide on appointment and dismissal of the Chief Executive Officer (the “CEO”), his/ her possible deputy and the other members of the Leadership Team;
- decide on monitoring issues relating to top management resources;
- decide on significant changes in the business organization of the Rovio Group; and
- decide the incentive schemes for the Rovio Group as well as remunerations based on proposals by the Remuneration Committee.
The Board of Directors shall also decide on:
- defining Company’s ethical values;
- establishing the dividend policy;
- discussing and approving the Company′s interim reports and annual accounts;
- monitoring issues pertaining to significant risks and risk management activities; and
- ensuring that adequate policies for risk management are in place.
The Board of Directors is responsible for calling the annual General Meeting of the Shareholders and providing all necessary annual proposals to the General Meeting.
The Board of Directors conducts an annual evaluation of its operations and working methods. The purpose of this evaluation is to establish how the Board of Directors has executed its tasks during the year and to act as a basis for developing the work of the Board of Directors.
According to Rovio’s Articles of Association, the Board of Directors consists of a minimum of three and a maximum of nine ordinary members. The Annual General Meeting elects the Chairman and the Vice Chairman of the Board of Directors.
Rovio has two committees: Audit Committee and Remuneration Committee.
The Board Audit Committee assists the Board of Directors in matters relating to financial reporting and control in accordance with the duties specified for audit committees in the Finnish Corporate Governance Code of 2015 issued by the Securities Market Association. The purpose of the Audit Committee is to assist the Board of Directors in ensuring the appropriate arrangement of the governance, controls and risk management according to the Finnish Limited Liability Companies Act.
The Board of Directors has confirmed the Audit Committee’s key duties and operating principles in the Board Audit Committee Charter. The Audit Committee consists of the Chairman and at least two members. The Committee meets regularly at least four times per year. The term of office of the members is one year.
The majority of the Committee members shall be independent of the company and at least one member shall be independent of significant shareholders.
The members of the Committee shall have the qualifications necessary to perform the responsibilities of the Committee, and at least one member shall have expertise specifically in accounting, bookkeeping or auditing.
In its meeting on May 30, 2017, Rovio’s Board of Directors appointed the Audit Committee from among its members, with Kim Ignatius as its Chairman and Mika Ihamuotila and Jenny Wolfram as the members of the Audit Committee.
The Board Remuneration Committee is responsible for recommending and evaluating executive nominations and compensations including CEO’s, evaluating the performance of the CEO and making recommendations to the Board of Directors on management compensation matters.
The Board of Directors has confirmed the Remuneration Committee’s key duties and operating principles in the Board Remuneration Committee Charter. The Remuneration Committee consists of the Chairman and at least two members. The Committee meets regularly at least four times per year. The term of office of the members is one year. The majority of the Committee members shall be independent of the Company and at least one member shall be independent of significant shareholders
In its meeting on May 30, 2017, Rovio’s Board of Directors appointed the Remuneration Committee from among its members, with Kim Ignatius as its Chairman and Mika Ihamuotila and Jenny Wolfram as the members of the Remuneration Committee.