4 § Board of Directors
The Board of Directors shall be responsible for the management of the Company and for the proper arrangement of the Company's operations. The Board of Directors shall consist of no less than three (3) and no more than seven (7) members.
The Chair of the Board of Directors and the members of the Board of Directors are elected by the General Meeting. The Board of Directors elects from among its members the Deputy Chair of the Board of Directors. If during the term the Chair of the Board resigns or is permanently unable to perform his/her duties as the Chair of the Board, the Board of Directors may appoint a new Chair of the Board from among its members for the remaining term.
The term of the members of the Board of Directors expires at the end of the first Annual General Meeting of Shareholders following his/her election.
5 § Managing Director
The Company has a Managing Director who is elected by the Board of Directors.
6 § Auditor
The Company has one (1) auditor who shall be an entity of Certified Public Accountants approved by the Finnish Central Chamber of Commerce. The term of the auditor shall expire at the end of the first Annual General Meeting of Shareholders following the election.
7 § Right to represent the Company
The Chairman of the Board of Directors and the Managing Director, both alone, or by two members of the Board of Directors together shall have the right to represent the Company. The Board of Directors may grant to persons employed by the Company the right to represent the Company so that such persons shall have the right to represent the Company two together or each of them together with a member of the Board of Directors.
8 § Procuration
Any authorisation for signing the Company's name per procuram will be decided by the Board of Directors.
9 § Financial year
The financial year of the Company shall be the calendar year.
10 § General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually by the end of April on the date decided by the Board of Directors.
The Board of Directors may decide that a General Meeting is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time by use of telecommunication or other technical means during the meeting (remote meeting).
11 § Notice of General Meeting of Shareholders
Notice of the General Meeting of Shareholders shall be announced on Company’s website no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting of Shareholders, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, the Company may, if so decided by the Board of Directors, within the same time announce the time and place of the General Meeting of Shareholders as well as the address of the Company’s website in one newspaper.
12 § Informing of participation in General Meeting of Shareholders
In order to participate in the General Meeting of Shareholders, a shareholder must inform the Company of the participation at the latest on the date mentioned in the invitation. The date may not be earlier than ten (10) days before the General Meeting of Shareholders.
13 § Matters to be addressed in the Annual General Meeting of Shareholders
The Annual General Meeting shall
receive:
1. the Financial Statements consisting of Consolidated Financial Statements and the Report of the Board of Directors;
2. the Auditors’ Report;
decide on:
3. the adoption of the Financial Statements and Consolidated Financial Statements;
4. the disposal of the profit shown on the balance sheet;
5. the discharge from liability for the members of the Board of Directors and the Managing Director;
6. the remuneration of the members of the Board of Directors and the auditor;
7. the number of members of the Board of Directors;
elect:
8. the members of the Board of Directors and the Chair of the Board of Directors and
9. the auditor.