The Board of Directors' Rules of Procedure - Mint of Finland

The Board of Directors’ Rules of Procedure

This document 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 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.

Main duties of the Board of Directors

  1. appointing and dismissing the company’s CEO, making decisions about the CEO’s salary benefits, appointing and dismissing the Management Team and employees immediately subordinate to the CEO, and deciding their salary matters,
  2. defining and adopting the Group’s long-term business objectives and the main strategies required to achieve them, and regularly revising these to ensure they are up-to-date,
  3. approving business-specific action, investment and finance plans for the accounting period and monitoring follow-up reports on these matters,
  4. ensuring that the Group and its companies prepare the appropriate external financial statements as required by law,
  5. approving operating policies and monitoring their implementation. Reports are made on matters which the Board of Directors have subjected to reporting when approving an operating policy, (attachment 1)
  6. monitoring the competence, satisfaction and work safety of the personnel,
  7. making decisions on the general principles of the Group’s incentive schemes,
  8. arranging internal audit activities and drawing up audit plans together with the CEO. Monitoring the reports of external auditors and actioning the measures required by the reports together with the CEO,
  9. acquisitions/divestments
    • defining, where required, the acquisition strategy (including joint ventures), which specify the limitations (including transaction price) within which the CEO, when required, has the authorisation to sign a preliminary contract with a third party so that the final contract requires the approval of the Board of Directors. Approving the timing of disclosing each company transaction, approving each final company transaction on the grounds of an investment proposal made by operative management once the commercial rationale for the transaction, the content of the due diligence report, the implications of matters related to competition law and the terms of the deed of sale have been obtained,
  10. making decisions on significant investments, property conveyance and financing facilities (loans, mortgages, pledges),
    • the Board of Directors considers and approves the annual investment plan. Investments exceeding €200,000 must be separately considered by the Board before the investment is made. Investments exceeding €100,000 that are not included in the investment plan must be considered and approved by the Board.
  11. making decisions on any significant business expansion or contraction,
  12. when required, authorising the CEO to initiate any actions not included in day-to-day management. Such authorisation may apply to a specific actin or be of a more general and permanent,
  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 updating them when required,
  15. creating the organisation structure necessary for the company’s activities and safeguarding the organisation’s activities,
  16. making proposals to the general meeting of shareholders and convening the general meeting of shareholders and
  17. making decisions about other matters than those that by law come under the remit of the Board of Directors.

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

In addition to the above, the Limited Liability Companies Act includes several special provisions stating that a certain duty or activity is explicitly included in the remit of a Board of Directors or its members.

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 scheduled meetings each year. Whenever possible, meetings are held at the Group’s different sites.

Power of decision

The Board of Directors is quorate when half or more of its members 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.

Provision 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 an encrypted environment (e.g. ShareFile). The chairperson of the Board decides on the content of the agenda at the CEO’s proposal.

Minutes

Minutes are taken of Board of Directors’ meetings in the form of brief minutes and decisions. In the most important matters, also the main justifications are recorded in the minutes. The minutes are signed by the person chairing the meeting and a member of the Board is elected to scrutinise the minutes at each meeting. Thereafter, a draft of the minutes is sent without delay to the chairperson and scrutiniser for examination. Having been examined, the minutes are sent electronically in an encrypted 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 general meeting of shareholders decides Board of Directors’ fees. In 2017, the chairperson of the Board of Directors receives a monthly fee of €2,800 for the term of office, the vice chairman €1,970 and other members of the Board receive a monthly fee of €1,400. An attendance fee of €600 is paid for each member of the Board for attendance at each Board meeting. In addition, members of the committees that will be set up, will be paid an attendance fee of €600 for attendance at each committee meeting.

An attendance fee is paid for extraordinary conference call and email meetings when the matters to be decided in a meeting require preparation comparable to that for an ordinary meeting or where the duration of an extraordinary conference call can be compared to the duration of an ordinary meeting.