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.