The administration of Incap Corporation and the due arrangement of its operations are attended to by the Board of Directors. The duty of the Board of Directors is to promote the best interest of the company and all its shareholders. The Annual General Meeting determines the number of members in the Board of Directors and elects the Directors. The proposal for the composition of the Board of Directors is prepared by the Board of Directors. Under the Articles of Association, the Board of Directors shall have from three to seven ordinary members. The term of office for members of the Board of Directors is one year and it commences from the date of the Annual General Meeting at which they are elected and ends at the close of the next Annual General Meeting. Directors can be re-elected.
When the number of Directors and the composition of the Board are decided, the diversity of the Board of Directors, the requirements set by the company’s operations and the present development stage of the company shall be taken into consideration with the target to ensure an efficient management of the Board’s tasks. Persons to be elected to the Board shall have the qualifications required by the duties and the possibility to devote a sufficient amount of time to attending to the duties. In order to ensure the diversity of the Board of Directors, the Board of Directors will consider the age, gender, education and experience of the candidates when preparing the proposal for the composition of the Board of Directors.
Incap aims to ensure that both genres are represented in the Board. In order to reach this goal, the company is searching for Board candidates of both genres and considers this goal specifically when evaluating the candidates.
When electing Board members, it is taken into consideration that the majority of the Directors must be independent of the company. In addition, at least two of the Directors representing this majority must also be independent of significant shareholders in the company. The Board is evaluating the independence of the members and informs who are independent of the company and who are independent of significant shareholders. For the evaluation of a member’s qualifications and independence, a member shall give to the Board adequate information and inform also on the eventual changes in the information.
New members of the Board of Directors are introduced to the company’s operations. The President and CEO will ensure that all Directors have access to sufficient information on the company’s operations, operating environment and financial position.
Incap Corporation’s Board of Directors steers and supervises the company’s operational management. The most important tasks of the Board of Directors are to:
• decide on the Group’s strategic objectives
• decide on the Group structure and organisation
• review and approve interim reports, half-year reports, business reviews, financial statement release, consolidated financial statements and the Report of the Board of Directors
• approve the Group’s operating plan, budget and investment plan
• decide on mergers and acquisitions, divestments and other corporate restructuring
• decide on individual investments of strategic and financial importance and contingent liabilities according to the approval guidelines of the company
• approve the Group’s financing agreements and contractual risks that are above average
• approve the Group’s risk management and reporting procedures
• approve the Group’s financing policy
• approve the framework of the Management team’s terms of employment and pay
• decide on the Group’s performance bonus system
• appoint the President and CEO and decide on his or her compensation
• ensure that the company’s management system is functional.
The Board of Directors ensures that the company has specified guidelines for internal control and that the company is monitoring the proper functioning of the control. Further, the Board of Directors ensures that the company has specified the values that the company shall comply with in its operations.
The Board of Directors has drawn up written rules of procedure for its work, describing the major tasks, operating principles and decision-making procedures of the Board of Directors. The Board of Directors meets as required and it has a quorum when at least half of the members are present. The decisions are made by the statutory majority and in case the votes are even, the Chairman of the Board has the decisive vote. The Board will elect the Chairman among its members.
The Board of Directors draws up an action plan and annual calendar for the period between General Meetings. The plan includes among others the meeting schedule and the regular topics of the agenda. The number of the meetings during financial year as well as the average attendance of Directors at the meetings is recorded in the Report of the Board of Directors.
The Board conducts an annual evaluation of its performance and working methods using an internal self-assessment method.
The biographical details and holdings of the Directors as well as information on the remuneration paid to Directors and their other financial benefits for the financial year are published in the Annual Report and on the company’s website.
Considering the scope of the company’s operations the Incap Group does not have a Supervisory Board and the Board of Directors has not appointed committees.
The Board of Directors shall take care of the duties of an audit committee in accordance with the written rules of procedure for its work. In this role, the Board of Directors among others
• monitors the process of financial statement reporting
• monitors the efficiency of internal control and risk management
• reviews the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which is incluced in the company’s Corporate Governance Statement
• monitors the statutory audit of the financial statements and consolidated financial statements
• evaluates the independence of the statutory auditor or auditing firm, particularly the provision of related services to the company.