
legislation and regulations. It is the
responsibility of the Board of Directors
to further the interests of the Com-
pany and all of its shareholders.
The main duties and operating
principles of the Board of Directors are
defined in the board charter approved
by the Board. It is the Board’s duty to
prepare the matters to be dealt with
by a General Meeting and to ensure
that the decisions made by a General
Meeting are appropriately imple-
mented. It is also the Board’s task to
ensure the appropriate arrangement
of the control of the Company’s
accounts and finances. In addition,
the Board directs and supervises the
Company’s executive management,
appoints and dismisses the President
& CEO and decides on the President &
CEO’s employment and other benefits.
In addition, the Chairman of the Board
approves the salary and other benefits
of the Executive Management Group.
The Board approves the Executive
Management Group’s charter.
The Board of Directors also decides
on far-reaching and fundamentally
important issues affecting the Group.
Such issues are the Group’s strategy,
approving the Group’s action plans
and monitoring their implementa-
tion, monitoring the Group’s financial
development, acquisitions and the
Group’s operating structure, signif-
icant capital expenditures, internal
control systems and risk manage-
ment, key organizational issues and
incentive schemes.
The Board of Directors is also
responsible for monitoring the
reporting process of the financial
statements, the financial reporting
process and the efficiency of the
Company's internal control, internal
auditing, if applicable, and risk man-
agement systems pertaining to the
financial reporting process, monitor-
ing the statutory audit of the financial
statements and consolidated financial
statements, evaluating the independ-
ence of the statutory auditor or audit
firm, particularly with respect to the
provision of services unrelated to
the audit, and preparing a proposal
for resolution on the election of the
auditor. The Board of Directors also
regularly evaluates its own actions and
working practices.
Meetings of the Board of Directors
are held as a rule in Helsinki. The Board
of Directors also endeavors each year
to visit the Group's other operating
locations and hold meetings there.
The Board of Directors may also, if
necessary, hold video and telephone
conferences. The Board of Direc-
tors meets according to a timetable
agreed in advance, generally 7–10
times per year and additionally, if
necessary. The Company’s President
& CEO and Chief Financial Officer
generally attend the meetings of the
Board. The Company’s General Coun-
sel acts as Secretary to the Board. If
necessary, such as in connection with
the handling of strategy or the annual
plan, other Members of the Executive
Management Group may also attend
meetings of the Board. The Auditor
attends at least two meetings (either
meeting of the Board of Directors or
Audit Committee) per year.
Board of Directors in 2021
At the Annual General Meeting, held
on 13 April 2021, the Members of the
Board of Directors Veli-Matti Rein-
ikkala, Sebastian Bondestam, Antti
Kaunonen, Sarlotta Narjus, Michael
Willome and Tero Telaranta were
re-elected, and Arja Talma was
elected as a new member of the
Board of Directors. The Board of Direc-
tors was elected for a term of office
ending at the closing of the next
Annual General Meeting.
In 2021, Veli-Matti Reinikkala has
served as Chairman of the Board,
and Sebastian Bondestam as Deputy
Chairman.
In 2021, the Board evaluated its
performance and procedures through
a self-evaluation questionnaire. In the
self-evaluation, the members con-
sidered, among other things diversity
of the Board, quality of the Board and
committee work and information
sharing between the Board and the
management. The results of the evalu-
ation were discussed and analyzed by
the Board and improvement proposals
were agreed based on these discus-
sions.
In 2021, key themes on the Board’s
agenda were supporting the new CEO
& President upon his start in the com-
pany, the company’s revised strategy
for 2021−2025 as well as planning and
follow-up of the strategic initiatives. In
addition, mitigating the impacts of the
Covid-19 pandemic continued to be
on the agenda.
Independence of Members of the Board
According to an independence
assessment performed by the Com-
pany’s Board of Directors, all of the
Members of the Board are independ-
ent of the Company. Member of the
Board Tero Telaranta is dependent on
a significant shareholder of the Com-
pany, Ahlstrom Capital B.V., whose
ownership was 26.39% at 31 Decem-
ber 2021. The Members of the Board
have no conflicts of interest between
the duties they have in the Company
and their private interests.
As the General Counsel Taina
Tirkkonen was on family leave, Iina-
Mari Supperi, Group Legal Counsel
(secondee) served as the secretary to
the Board of Directors.
The CV details of the members of
the Board are available on the com-
pany website. The remuneration of
the Board is described in the Remu-
neration Report 2021.
Glaston Annual Review 2021 37