Operations of the Board
According to DNA’s Articles of Association, the Board of Directors is composed of five to nine ordinary members elected by the General Meeting. The Board of Directors’ proposal for the Annual General Meeting regarding Board members is prepared by the Shareholders’ Nomination Committee. When members are elected to the Board of Directors, the requirements laid down by the company's operations and development phase and valid legislation, such as the rules of Nasdaq Helsinki Ltd, other applicable rules, and the recommendations of the governance code must be considered. A person elected to the Board of Directors must have the competence required for the position and be able to use a sufficient amount of time to attend to Board duties. The Board of Directors must include representatives of both genders, and its composition must satisfy the principles of diversity.
The term of office of a Board member begins immediately at the end of the Annual General Meeting and ends at the end of the first Annual General Meeting following the election. If a membership becomes available in the middle of the term of office, a new member is elected, if necessary, for the remainder of the term at a General Meeting.
The Board of Directors meets regularly approximately once per month, and as and when deemed necessary. A memo is written for each meeting. The Chairman of the Board of Directors calls the Board of Directors and is responsible for Board work. Each member of the Board of Directors has the right to propose matters to the Board’s agenda. The Board of Directors of the Company is quorate when more than one-half of its members are present. Decisions of the Board of Directors are majority decisions, and in the event of a tie, the vote shall be decided by the casting vote of the Chairman of the Board. If there is a tie in an election of a person, the election shall be decided by drawing lots. As stipulated by law, a member of the Board of Directors shall be disqualified from the consideration of a matter that involves a conflict of interest.
Independence of directors
According to the Finnish Corporate Governance Code, the majority of the directors shall be independent of the company. In addition, at least two of the directors representing this majority shall be independent of the company’s significant shareholders.
The Board of Directors evaluates the independence of its members. The members of the Board of Directors confirm in writing the information required for evaluating their independence at the annual constitutive meeting of the Board of Directors, and commit themselves to informing the company, without delay, of any changes taking place during the term of office.
ln 2015, all six members of the Board were deemed to be independent of the company. Chairman of the Board Jarmo Leino was regarded as not independent of significant shareholders. He was nominated to the Board by Finda Oy, which is DNA’s largest shareholder. Jukka Ottela is also not independent of significant shareholders. He was nominated to the Board by PHP Holding Oy, which is DNA’s significant shareholder. The other five members of the Board were deemed independent of major shareholders. DNA Plc’s Extraordinary General Meeting appointed Pertti Korhonen as a new member of the Board. He is independent of the company and of major shareholders.
Diversity of the Board of Directors
Competent and efficient Board work requires that the members of the Board of Directors are highly competent and sufficiently diverse. The Shareholders’ Nomination Committee also considers the composition of the Board from the perspective of diversity.
With regard to the composition of the Board of Directors, it is essential that the members of the Board have diverse and complementary competence, education and experience in different industries and sectors, management and businesses of different development phases. The members’ personal qualities are also important. Experience in strategically important consumer and corporate markets, experience in the digital operating environment, customer understanding and a diverse age structure also contribute to the diversity of the Board of Directors. Both genders shall be represented in the Board.
The composition of the Board of Directors must be such that it enables the enhancement of the company’s present and future business. DNA reports on the diversity of the Board of Directors in its Corporate Governance Statement.
Board of Directors in 2015
The Board met 10 times in 2015. The participation rate of the Board of Directors in the meetings was 98 per cent. In addition to its regular duties, the Board focused on strengthening DNA’s corporate business, cost-efficiency of investments, cooperation related to the shared mobile communication network constructed by Suomen Yhteisverkko Oy, fast changes in the operating environment of entertainment business as well as the efficiency of DNA’s ICT infrastructure.