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.