Resignation and Dismissal of a Member of the Board of Directors

A member of the board of directors may resign from his/her office at any time. He/she does not need to present any grounds for the resignation.

A member of the board of directors may be dismissed by the party who appointed the member to his/her office. In practice this party is usually the general meeting of shareholders. As an exception, a member appointed by someone else than the general meeting may be dismissed by the general meeting in case the articles of association have been amended so that the special right of appointment no longer applies. The dismissal does not require grounds. It becomes effective immediately from the decision on dismissal. Both a dismissed board member and a board member who has resigned may make a notification on the termination of his/her membership with the Trade Register.

A member of the board of directors may have a right to compensation for the remaining term of office following his/her dismissal in case the dismissal is to be considered to have taken place on unjustified grounds. On the other hand, a board member that has resigned prematurely may be obligated to pay compensation to the company depending on the circumstances.If the board of directors becomes incomplete after the resignation or the dismissal of a member or if the member resigning is the last member, the remaining members or the last member shall make sure that a new member or members is/are appointed for the remainder of the term. If the appointment shall be made in the general meeting, this will take place through convening an (extraordinary) general meeting of shareholders. If the board of directors still has a quorum, the appointment may be postponed to the general meeting where the members of the board of directors would in any case be appointed. The board of directors may temporarily function numerically incomplete, provided that, it still constitutes a quorum in accordance with the articles of association. In case the articles of association stipulate that the board has a quorum solely with all members present, or that the board must be completed with a new member immediately following a situation where there is a vacancy due to resignation or dismissal or where a member has lost his/her competence during his/her term of office, such provision must be followed. In such a case the board may not make resolutions prior to the election of a replacing member.