Election

The Annual General Meeting elects the members of the Board of Directors. A person proposed for the first time as a director shall participate in the General Meeting that decides on his or her election unless there are well-founded reasons for his or her absence.

According to the Articles of Association, the Board of Directors consists of minimum of five and a maximum of nine members. Members of the Board are elected for one year at a time, and the term of office of Members of the Board expires at the end of the next Annual General Meeting that follows their election. A person who has reached 67 years of age cannot be elected a Member of Board. The Board of Directors elects from among its members a Chairman and a Deputy Chairman for one year at a time.

The company deviates from Recommendation 9 of the Finnish Code of Corporate Governance for listed companies. With respect to the company’s future, the composition of the Board of Directors has a key role. In nominating Board members, Glaston seeks to ensure that competencies of the broadest and most diverse nature possible are represented on the Board of Directors, and that, in the future too, the Board’s membership represents both genders.

The Board of Directors meets according to a timetable agreed in advance, generally 7–10 times per year. The Board of Directors may meet in addition to the aforementioned meetings, if necessary. The Board of Directors shall have a quorum if more than half of its members are present at the meeting. Matters shall be resolved by a simple majority of the votes cast. In the event of a tie, the Chairman shall have the casting vote.

In 2011 Glaston’s Board of Directors held 15 meetings, of which 5 were via telephone conference. The attendance of Board members at meetings was 94%. 

The President & CEO, or another member of the company management designated by him, shall act as the presiding officer at Board meetings. The Board of Directors shall elect a secretary, who does not need to be a Member of the Board.