Composition of the Board of Directors
According to the Articles of Association, Citycon’s Board of Directors consists of a minimum of five (5) and a maximum of ten (10) members. The Articles of Association do not contain any regulations on a specific procedure according to which the Board members are to be appointed.
The General Meeting of shareholders decides on the number of members of the Board of Directors and elects them at the Annual General Meeting and, when necessary, Extraordinary General Meetings. The term of office of a Board member starts at the close of the General Meeting electing the member and ends at the close of the following Annual General Meeting after the election. The Board of Directors elects the Chairman and one or more Deputy Chairmen from among its members.
The proposal to the General Meeting on the composition of Citycon’s Board of Directors is prepared by the Nomination and Remuneration Committee of the Board of Directors. In designing the Board’s composition, the requirements of the company’s operations and the company’s development stage are considered. In order to promote diversity, matters to be taken into account in the composition of the Board include the number of directors, their independence, age, gender, skills and experience. The ultimate decision for the proposal to the General Meeting regarding the Board composition is always based on the Board candidates’ merit. A person to be elected to the Board of Directors shall also have the possibility to devote a sufficient amount of time to the work. Both genders shall be proposed as Board members.
In accordance with the Finnish Corporate Governance Code and company’s Corporate Governance Guidelines, the majority of the members of the Board of Directors must be independent of the company. In addition, at least two of the members included in this majority must be independent of the significant shareholders of the company. Each director shall provide the Board of Directors with sufficient information to allow the Board of Directors to evaluate his/her independence and shall also notify the Board of any changes in such information. The Board of Directors shall re-evaluate the situation every year, and the evaluation shall be included in the company’s Corporate Governance Statement.
Board of Directors' work
The Board of Directors’ duties are determined by the Finnish Companies Act, Citycon’s Articles of Association, the Finnish Corporate Governance Code and the written Board Charter included in company’s Corporate Governance Guidelines. The Board of Directors is responsible, for the Citycon Group's strategic direction and ensures the due organisation of Group administration.
In addition to duties provided under the Finnish Companies Act, Citycon's Board of Directors shall:
- confirm the company’s business strategy
- confirm the overall business structure of the company
- approve the company’s budget
- adopt the consolidated financial statements, interim reports and related stock exchange releases and the report by the Board of Directors
- confirm the company’s principles of corporate governance, internal control and risk management
- review the main risks associated with the company’s business and their management
- monitor the adequacy, appropriateness and efficiency of the company’s administrative processes
- make decisions on strategically or financially important investmenst, divestments, property developments, acquisitions or other arrangements, and contingent liabilities
- make decisions on management authorisation rules
- appoint and dismiss the CEO and decide on the financial benefits and other terms of the service
- appoint and dismiss the members of the Corporate Management Committee and decide on their remuneration based on a proposal by the CEO
- confirm the principles to be observed in the personnel’s remuneration and decide on Citycon group’s short and long-term remuneration schemes as well as on allotment of remuneration paid on the basis of these schemes
- determine the company’s dividend policy.
The Board of Directors convenes according to a pre-determined meeting schedule and when deemed necessary. The meeting schedule is based on the company’s financial reporting schedule and the Board of Directors’ strategy and budget meetings, as indicated in the Board’s year clock shown below. The Board of Directors evaluates its performance and working methods once a year.
Board of Directors' Annual Clock
* Authorisation granted by the General Meeting to the Board is required