Responsibility for the management of the Company and proper organisation of its operations lies with the Company’s Board of Directors, which has at least five (5) and at most eleven (11) members. The members of the Board are appointed by AGM for one year at a time.
The majority of the directors shall be independent of the Company and at least two of the directors representing this majority shall be independent from significant shareholders of the Company. Information on the Board composition, Board members and their independence can be found on Finnlines’ website. The President and CEO is a member of the Board.
The proposal for the Board composition shall be included in the notice of AGM. The names of candidates for membership of the Board of Directors, put forward by the Board of Directors or by shareholders with a minimum holding of 10 per cent of the Company’s voting rights, are published in the notice of the AGM, provided that the candidates have given their consent to the election. The candidates proposed thereafter shall be disclosed separately.
The Board elects a chairman and a deputy chairman from among its members. The Board steers and supervises the Company’s operations, and decides on policies, goals and strategies of major importance. The principles applied by the Board in its regular work are set out in the Rules of Procedure approved by the Board. The Board handles all issues in the presence of the entire Board. The Board does not have any separate committees. The Board considers all the matters stipulated to be the responsibility of a board of directors by legislation, other provisions and the Company’s Articles of Association. Due to the limited extent of the Company’s business, it is considered effective that the entire Board also handles the duties of the audit committee, the nomination committee as well as those of the remuneration committee.
- the annual and interim financial statements
- the matters to be put before General Meetings of Shareholders
- the appointment and dismissal of the President and CEO, the Deputy CEO, if any, and the members of the Executive Committee
- approval of internal supervision and organisation of the Company’s financial supervision
- other matters related to the duties of the audit committee mentioned in the Finnish Corporate Governance Code
- approval of the Group’s strategic plan and long-term goals
- approval of the Group’s annual business plan and budget
- decisions concerning investments, acquisitions, or divestments that are significant or that deviate from the Group’s strategy
- decisions on raising long-term loans and the granting of security or similar collateral commitments
- risk management principles
- the Group’s organisational structure
- approval of the remuneration and pension benefits of the President and CEO, the Deputy CEO, if any, and the members of the Executive Committee
- monitoring and assessment of the performance of the President and CEO.
In addition to matters requiring decisions, Board meetings are given updates on the Group’s operations, financial position and risks.
The Board of Directors reviews its operations and working methods annually. The Board convenes 6–8 times a year following a predetermined schedule. In addition to these meetings, the Board convenes as necessary.
In 2017, the Board consisted of 7 members:
- Jon-Aksel Torgersen, Chairman of the Board, born 1952, MBA, CEO of Astrup Fearnley AS, attended meetings: 12/12
- Diego Pacella, Vice Chairman of the Board, born 1960, Degree with honours in Mech. Eng., Managing Director of Grimaldi Deep Sea S.p.A., attended meetings: 12/12
- Christer Backman, born 1945, M.Pol.Sc., attended meetings: 12/12
- Tiina Bäckman, born 1959, Master of Laws, Chairman of the Board of Pension Foundation of Rautaruukki, attended meetings: 12/12
- Emanuele Grimaldi, born 1956, Degree in Economics and Commerce, Managing Director of Grimaldi Group S.p.A., President and CEO of Finnlines Plc, attended meetings: 12/12
- Gian Luca Grimaldi, born 1955, Degree in Economics and Commerce, Managing Director of Grimaldi Euromed S.p.A., attended meetings: 12/12
- Olav K. Rakkenes, born 1945, Master’s License, former CEO of Atlantic Container Line AB, member of the Board until 16 May 2017, attended meetings: 3/4
- Guido Grimaldi, born 1983, Degree in Economics, MBA, Corporate Short Sea Shipping Commercial Director, Grimaldi Group, member of the Board as from 16 May 2017, attended meetings: 7/8
During 2017, Finnlines Plc’s Board of Directors held 12 meetings.
The present Board of Directors can be found on Finnlines’ website:
Four Members, Mr Christer Backman, Ms Tiina Bäckman, Mr Olav K. Rakkenes and Mr Jon-Aksel Torgersen, are independent of the Company and of the major shareholders. Mr Gian Luca Grimaldi, Mr Diego Pacella and Guido Grimaldi are independent of the Company. Mr Emanuele Grimaldi is dependent of the Company and the shareholders.
The Annual General Meeting decides each year the fees paid to the Board of Directors for one term of office at a time. The 2017 Annual General Meeting approved the following annual fees to the Board of Directors:
- Chairman EUR 50,000 / year
- Vice Chairman EUR 40,000 / year
- Members EUR 30,000 / year
Travel expenses are reimbursed according to costs. The members of the Board of Directors have no share based remuneration.
The seven members of Finnlines’ Board of Directors were paid altogether EUR 240 thousand for the term.
Fees paid to the Board of Directors in 2017 (EUR 1,000)
|Board of Directors||2017|
|Jon-Aksel Torgersen, Chairman||50|
|Diego Pacella, Vice Chairman||40|
|Christer Backman, Member||30|
|Tiina Bäckman, Member||30|
|Emanuele Grimaldi, Member||30|
|Gianluca Grimaldi, Member||30|
|Olav K. Rakkenes, Member||30|
|Guido Grimaldi, Member||-|