Board of Directors

The Board of Directors duties according to the Limited Liability Companies Act include managing the company’s administration and ensuring its operations are properly organized. The Board of Directors must also ensure that the company’s accounting and financial management are properly supervised.

Additionally, the Board of Directors duties according to Chapter 6, Section 16a, Subsections 1-2 of the Limited Liability Companies Act are:

• specifically monitor and evaluate the company’s financial reporting and auditing, as well as sustainability reporting (sustainability reporting) and its assurance (sustainability reporting assurance) as stipulated by the Accounting Act.
• the company’s reporting system;
• the effectiveness of the company’s internal control and audit, as well as risk management systems.
• the compliance of agreements and other legal actions between the company and its related parties with the provisions of the Limited Liability Companies Act.
• the auditor’s independence, particularly regarding the provision of services other than auditing and sustainability reporting assurance.
• monitor the company’s audit and prepare the selection of the company’s auditor, and if necessary, monitor the sustainability reporting assurance and prepare the selection of the sustainability reporting assurance auditor.

The Board of Directors duty is to promote the interests of the company and all its shareholders. Board members do not represent the entities that proposed them as members.

To fulfill its duties, the Board of Directors, among other things:

• convene the general meeting and prepare proposals for the general meeting, considering, among other things, the matters presented and decided at the ordinary general meeting as stated in section 8 of the articles of association, as well as the selections to be made.
• approve the financial statements, annual report, half-year reviews, and business reviews.
• approve the company’s insider guidelines, related party guidelines, and disclosure policy.
• guide and supervise the company’s executive management.
• appoint and dismiss the CEO.
• approve the CEO’s employment agreement and other benefits.
• approve the appointment, remuneration, and other benefits of the executives belonging to the Group Executive Team and prepare the company’s remuneration policy to be presented to the general meeting every four years.
• approve the company’s risk management principles.
• confirm the company’s long-term strategic and financial goals.
• approve the budget.
• decide on significant individual investments as well as business and real estate transactions.
• decide on other matters that fall under the board’s responsibilities according to legislation.

The Board meets as often as necessary. The Board has a quorum when more than half of its members are present at the meeting. The Board assesses its operations annually.

According to the Articles of Association, the company’s Board consists of at least three (3) and at most eight (8) regular members. The general meeting decides on the number and selection of board members. The board elects a chairperson and a vice-chairperson from among its members. The term of office for a board member begins at the general meeting where they are elected and ends at the conclusion of the next ordinary general meeting.

The majority of the Board members must be independent of the company and its significant shareholders.

The Board appoints the CEO and decides on their remuneration and other benefits. The CEO is responsible for the company’s day-to-day management. Principal duties of the CEO:

• Managing the company’s business operations in accordance with the strategy determined by the Board of Directors
• Presenting matters for processing by the Board of Directors
• Implementing decisions made by the Board
• Other duties in accordance with the Limited Liability Companies Act