Casper von Koskull
Elisabeth Dreijer von Sydow
The composition and duties of the Board of Directors
According to Fazer’s Articles of Association, the Board of Directors consists of no less than five and no more than ten members who are elected annually at the General Meeting of Shareholders. The Board of Directors has general jurisdiction in all issues that are not required of other institutions under the Finnish Companies Act and the Group’s Articles of Association. Under the terms of the Finnish Companies Act, the Board of Directors is responsible for ensuring that the Group’s administration and operations are managed appropriately. The Board of Directors has a general obligation to pursue the best interests of the Company and all of its shareholders, to which is it accountable.
The Board of Directors is responsible for:
- ensuring that accounting and financial control are managed appropriately
- approving the Group’s values and strategy
- approving annual business plans
- deciding on acquisitions, divestments and strategic investments
- monitoring the financial performance and position of the Group
- appointing the Chief Executive Officer (CEO) and deciding on the remuneration of the Group’s senior management
In addition, the Board of Directors assesses its own performance and cooperation with the management.
The Board of Directors comprises Casper von Koskull (Chairman), Elisabeth Dreijer von Sydow, Ketil Eriksen, Jan Fazer, Johan Linder, Cecilia Marlow, Juhani Mäkinen and Laura Tarkka.
The Board of Directors holds at least eight meetings per year. The Annual Financial Statements are approved in April at the latest and the interim reports during each three-month period. As a rule, the Group’s strategy is approved in June. The business plans for the year and bonus programmes for senior management are approved at the first meeting of the year. Additional meetings can be convened, if necessary, by the Chairman of the Board, the CEO or a member of the Board.
To discharge its responsibilities properly, the Board of Directors shall meet as often as necessary. In 2020, the Group’s Board of Directors convened 16 times. The COVID-19 pandemic and the unprecedented changes in the operating environment following the outbreak of the corona virus disease, brought on a reinforced focus on safety and business continuity.
Chairman of the Board of Directors
The Board of Directors appoints a chairman from amongst its members. The Chairman of the Board of Directors is responsible for managing the activities of the Board, convening the Board and preparing Board meetings in cooperation with the CEO. The Chairman works closely and actively with the CEO and should be well informed on significant issues affecting the Group and its stakeholders. The Chairman and the CEO are responsible for ensuring that the members of the Board are informed about matters concerning the Group and that notices of meetings, agendas and all relevant documents are delivered to the members of the Board of Directors well in advance of meetings.
The Chairman and the CEO are also responsible for maintaining contact with the Owner’s Council.
Committees of the Board of Directors
The Board of Directors decides on appointing committees and their members. Committees are responsible for preparing issues coming up for decision at the Board of Directors’ meetings. Fazer’s Board of Directors has appointed an Audit Committee and an HR Committee.
The task of the Audit Committee is to assist the Board of Directors in its responsibilities related to the appropriate arrangement of the control of the Group’s accounts and finances. The Audit Committee shall take in-depth interest in audits, control internal auditing, financial reporting and risk management and the Group’s financial situation as well as participate in interim audits.
The Audit Committee comprises Jan Fazer (Chairman), Ketil Eriksen, Juhani Mäkinen and Laura Tarkka.
In 2020, the Committee held six meetings and, apart from ordinary issues, it dealt with questions related to e.g. information security, the development of non-core assets, compliance upgrade projects and the impact of COVID-19 on business risk.
The task of the HR (Human Resources) Committee is to assist the Board of Directors in its responsibilities related to employment and rewarding of the CEO and the Group’s senior management, monitoring the total compensation of the management and incentive programmes of the personnel and to evaluate the management’s work including reviewing the employee satisfaction survey results.
The HR Committee comprises Casper von Koskull (Chairman), Elisabeth Dreijer von Sydow, Johan Linder and Cecilia Marlow.
In 2020, the Committee met four times and prepared issues for the Board related to, for example, the Fazer people strategy, leadership development, and incentive programmes of the personnel.