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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 comprises of Casper von Koskull (Chairman), Elisabeth Dreijer von Sydow, Ketil Eriksen, Jan Fazer, Johan Linder, Cecilia Marlow, Juhani Mäkinen and Laura Tarkka. The majority of the Board members are independent of the Company and significant shareholders.

Principles concerning the diversity of the Board of Directors

The Board of Directors has adopted the following principles and targets concerning the diversity of the Board of Directors. When designing the composition of the Board of Directors the Board composition is assessed from the viewpoint of the company’s current and future business needs while considering the diversity of the Board. The diversity of the Board of Directors will be assessed from various viewpoints. Fazer’s Board of Directors shall have sufficient and complementary experience and expertise in the key industries and markets relevant to Fazer’s business. In addition, skills and experiences relevant to Fazer, industrial knowledge as well as personal qualities and integrity. Consideration shall also be given to the requirements set by the Fazer’s operations, geographical presence, its development stage and future ambitions. An appropriate diversity is further promoted by e.g., gender and age. The objective is that both genders shall be represented on the Board and the aim of Fazer shall be to strive towards a good and balanced gender distribution. In 2021, Fazer had three female board members out of eight members in total.

Duties and tasks

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 strategic acquisitions, divestments and strategic investments
  • monitoring the financial performance and position of the Group
  • appointing the Chief Executive Officer (President and 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.

Meeting practices

The Board of Directors holds at least eight meetings per year. The Financial Statements are adopted in April at the latest. The Group’s strategy is revised and approved whenever necessary. The business plans for the year and bonus programmes for senior management are approved at the beginning of the year. Additional meetings can be convened, if necessary, by the Chairman of the Board, the President and CEO or a member of the Board.

To discharge its responsibilities properly, the Board of Directors shall meet as often as necessary.

In 2021, the Group’s Board of Directors convened 16 times. Major items on the agenda of the Board of Directors were the evaluation and implementation of Fazer's strategy and the company's financial development. The impact of the COVID-pandemic on the business and operating environments continued to be a key topic. Other important topics discussed included responsibility, production development, acquisitions, and personnel and competence development.