Board Governance in General

The board of directors acts as one entity (collegially) when making decisions and representing the company. Only the members of the board of directors as well as the managing director may be present at a board meeting. The board of directors may also decide that for example the CFO or somebody else can be present at the board meeting while the meeting deals with a certain matters on the agenda. The opinion which is supported by a more than half of the board members present at the meeting shall constitute the decision of the board of directors. Thus, the decisions are, as a main rule, made by simple majority voting. In the event of a tie, the chairperson of the board of directors has the casting vote.

The board of directors constitutes a quorum when more than half of its members are present unless the articles of association require a larger amount. The amount is calculated on the basis of the number of members who have been appointed to the board of directors. When this amount is being calculated, disqualified members [Disqualification of a Member of the Board] are deemed to be absent.

The members of the board of directors have a confidentiality obligation as regards the company’s business matters. Disclosing a business or professional secret is a punishable act in accordance with the Penal Code and may result in pecuniary penalty or imprisonment and may further result in liability for damages.