Governance

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.

Diversity of the Board of Directors

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.

Duties of the Board

The Board of Director has a duty to promote the interests of the company and all its shareholders. The Board of Directors discusses and decides on matters that are significant to the Group's finances, business or principles.

According to its charter and the Limited Liability Companies Act, the Board has the following duties:

• Seeing to the administration of the company and the appropriate organization of its operations (general competence);
• Arranging the control of the company accounts and asset management in an appropriate manner;
• Electing the chairman from among its members for each term of office;
• Appointing and dismissing the CEO;
• Appointing the deputy CEO and members of the company’s Executive Team based on the CEO’s proposal;
• Deciding on the salaries and compensation of the above-mentioned persons and their incentive scheme;
• Deciding on the strategy of the company and its business units;
• Controlling the implementation of the strategic objectives and business plans of the company and its business units;
• Deciding on strategically or financially significant investments as part of the annual company budget, business acquisitions and divestments, business transactions and contingent liabilities − any significant investments outside the annual budget are to be confirmed separately;
• Confirming the company’s values and other general Group principles by means of operating instructions;
• Confirming the company’s personnel strategy and annual personnel and training plans; deciding on the personnel incentive and reward scheme; and
• Seeing to internal control, risk management and internal audit.

Board Committees

The Board of Directors may establish Board committees from among its members to support its work. The Board shall confirm the main duties and operating principles of the committees in a written charter, and the company shall report their key content. Committees report regularly to the Board.

The Board of Directors has not elected committees after the Annual General Meeting of 26 March 2020.