Special Duties of the Chairman of the Board of Directors

If there are several members of the board of directors a chairperson shall be elected. The board of directors shall elect the chairperson unless it has been otherwise provided in the articles of association or when appointing the board of directors. The chairperson shall be notified to the Trade Register. The managing director may in small companies act as the board’s chairperson although this is not recommendable as such because it is the duty of the board of directors to supervise the managing director.

A deputy chairperson may be elected but he/she is not entered into the Trade Register in any other manner than in his/her role as an ordinary member of the board of directors.

The chairperson of the board has in practice more authority in the company than the other board members but the legal position of the chairperson does not differ significantly from that of the other members.

The chairperson shall make sure that the board of directors convenes when necessary and always if a member of the board or the managing director so requests.

The chairperson of the board of directors shall also act as the chairperson at the board meeting. In the event of a tie at a board meeting the chairperson has the casting vote. Signing the minutes of meeting of the board of directors belongs likewise to the special duties of the board’s chairperson.

It is quite common that the board’s chairperson is also given other administrative tasks for instance through the company’s internal regulations or rules of procedure. In practice, the chairperson of the board of directors is often given the right to sign for the company either alone or together with somebody else.