Rules of Procedure of the Board of Directors

This document further defines the information included in the Mint of Finland’s corporate governance. The Rules of Procedure are updated where required.

In its first meeting after the Annual General Meeting of Shareholders each year, the Board of Directors reviews and approves the Rules of Procedure and appoints a secretary to take minutes at Board meetings.

Mint of Finland Board of Directors operates in accordance with the Finnish Limited Liability Companies Act, company’s Articles of Association, good corporate governance as well as in accordance with Government Resolution on the State Ownership Policy.

Main duties of the Board of Directors

  1. Appointing and dismissing the CEO, approving the managing director contract as well as benefits;
  2. Appointing the members of the Group Management Team and approving their salary and other benefits;
  3. Defining, approving and follow up of the Group’s long-term business objectives and strategy;
  4. Approving investment plan and budget for the accounting period as well as monitoring of their reporting;
  5. Ensuring that the Group and its companies prepare the appropriate external financial statements as required by law;
  6. Approving operating policies and monitoring their implementation. Reporting is implemented on matters which the Board of Directors has decided to require reporting when approving the policy (Attachment 1);
  7. Monitoring the development of personnel competences, job satisfaction and work safety;
  8. Approving the general principles of the Group’s incentive schemes;
  9. Organising internal audit activities and drawing up audit plans together with the audit committee, if such is nominated, and with the CFO. Monitoring the reports of external auditors and implementing the measures required by the reports together with the CFO;
  10. Approving company M&A transactions.
    • Approving significant investments, property transfers and financing arrangements (loans, mortgages, pledges),
  11. Approving significant business expansion or downsizing;
  12. When required, authorising the CEO to initiate any actions not included in day-to-day management. Such authorisation may apply to a specific action or be of a more general permanent authorisation
  13. Making an annual evaluation of the Board of Directors’ activities and ways of working.
  14. Ensuring that documents included in the principles of Mint of Finland’s corporate governance are up-to-date and revising them when required,
  15. Ensuring that the organisation structure necessary for the company’s activities is in place and securingthe organisation’s operation.
  16. Making proposals to the general meeting of shareholders as well as convening the general meeting of shareholders; and
  17. Making decisions on other matters that according to the law are under the responsibility of the Board of Directors.

The Board of Directors makes its decisions mainly on the basis of written, reasoned decision proposals, which are prepared by the CEO.

In addition to the above, the Limited Liability Companies Act contains several special provisions according to which a certain duty or activity is explicitly assigned to the Board of Directors or its members.

The Board of Directors may decide to establish committees. The committees assist the Board by preparing matters for the Board. The Board of Directors is responsible for carrying out the duties assigned to the committees. The committees do not have independent decision-making power, but the Board of Directors makes the decisions that belong to it collectively. Committees may be permanent or temporary.

Board of Directors’ meetings

The Board of Directors convenes as often as required to perform its duties. However, the Board must hold at least six (6) regular pre-scheduled meetings each year. Whenever possible, meetings are held at the Group’s different sites.

Decision making

The Board of Directors shall have a quorum when more than half the Members of the Board of Directors are present. A quorum requires that, whenever possible, all members of the Board are afforded an opportunity to participate in the consideration of a matter prior to making a decision.

Delivery of material in advance

The agenda and other material for scheduled meetings of the Board of Directors are provided to Board members one (1) week before the meeting. The material is sent in electronic format in a secure environment. The Chairman of the Board decides on the content of the agenda at the CEO’s proposal.

Minutes

Minutes of Board of Directors’ meetings are taken in the form of brief minutes containing the decisions. In the most important matters, also the main justifications are recorded in the minutes. The minutes shall be signed by the chairperson of the meeting and a member of the Board elected to examine the minutes at each meeting. Thereafter, a draft of the minutes is sent without delay to the chairperson and examiner for examination. Having been examined, the minutes are sent electronically in a secure environment to the entire Board of Directors for their information. The minutes are numbered consecutively and stored permanently at the company’s head office.

Board of Directors fees

The remuneration of the Board of Directors is decided by the General Meeting of Shareholders. In 2022 the remuneration of the Chairman of the Board of Directors is €2,800 per month for the term of office, the Deputy Chairman €1,970 per month and other members of the Board €1,400 per month. A meeting fee of €600 is paid for each member of the Board for attendance at each Board meeting. In addition, members of the committees to be established will be paid a meeting fee of €600 per committee meeting attended.

A meeting fee is paid for extraordinary conference call and email meetings when the matters to be decided at the meeting require preparation comparable to that for an ordinary meeting or where the duration of an extraordinary conference call meeting is comparable to the duration of an ordinary meeting.