Board of Directors

According to the Articles of Association, the Board of Directors is responsible for the tasks of the Board of Directors defined in the Companies Act. The Board of Directors has compiled a written charter that defines the Board’s main duties and operating methods.

According to the charter, the following are part of the Board’s duties:

• Approve the Company’s strategy and long-term objectives, and monitor the implementation of the objectives and strategies

• Approve strategically important plans, acquisitions, and investments

• Monitor and assess financial reporting

• Monitor financial performance and process and approve financial reports

• Ensure that the Company has defined the operating principles of internal control, internal audit, and risk management

• Monitor and assess the effectiveness of the internal control, internal audit, and risk management systems

• Prepare the proposal for the election of the auditor and monitor the audit, and assess the auditor’s performance and independence

A more detailed description of the Board’s duties can be found in the Charter of the Board of Directors.

Boreo’s Board of Directors may establish specific committees to assist the Board of Directors in their duties. The members of the board committees, as well as their Chairmen, will be appointed annually by the Board of Directors amongst its members, and the Board approves the charters of the committees. The committees have no independent decision-making power, they act as preparatory bodies and the issues they discuss are submitted to decision to the Board of Directors.

The Board of Directors decided to establish a Remuneration & Nomination Committee in 2020. In 2019, the Board of Directors established an Audit Committee.

The duties and responsibilities of the Committees are described in the Charters of the Committees.

At the organizational meeting held after the annual general meeting on April 19, 2022, Jouni Grönroos was appointed as the Chairman of the Audit Committee and Camilla Grönholm and Ralf Holmlund as the members. Camilla Grönholm was appointed as the Chairman of the Remuneration & Nomination Committee and Simon Hallqvist and Michaela von Wendt as the members.

Audit Committee

The Committee shall comprise three to four members appointed by the Board of Directors, including the Chairman of the Committee. A majority of the members must be independent in accordance with the Finnish Corporate Governance Code 2020. In addition, one of the members must be independent of the company’s major shareholders. The Committee consists of non-executive members only.

The Chairman determines the schedule of the Committee meetings and sets meeting agendas in consultation with the members. The Committee shall meet at least four times per year.

The key duties of the Audit Committee in accordance with the charter approved by the Board of Directors for the committee are:

• monitoring and assessing financial reporting processes

• monitoring the quality and integrity of financial reports

• monitoring and assessing the effectiveness of internal control, internal audit, and risk management systems

• evaluating the process and effectiveness of internal audits

• evaluating the qualifications and performance of the auditor

• monitoring and assessing the independence of the auditor and preparing the proposal for the election of the auditor and their fee

• preparing and implementing other tasks given by the Board of Directors

• the Chairman of the Committee shall report regularly to the Board of Directors and submit the minutes of its meetings to the Board of Directors

Charter of the Audit Committee (pdf)

Remuneration & Nomination Committee