Duties and Responsibilities
The Board of Directors of Basware Corporation is responsible for the Company’s management and the appropriate arrangement of its operations. The Board supervises the Company’s operations and management and decides on significant matters concerning the Company strategy, organization, financing and investments. The essential duties and responsibilities of the Board are defined primarily by the Articles of Association and the Finnish Companies Act. The Board confirms annually a working order that records the Board meeting procedure and the tasks of the Board.
The tasks of the Board, as defined in the working order, are to:
- assume responsibility for the tasks defined in the Companies Act, Articles of Association or elsewhere, so stipulated
- confirm the Company strategy and objectives
- confirm the Company values and ethical principles
- approve the Company’s management system and organizational structure
- approve the Company’s operating plan and significant alterations thereof
- approve the Company’s internal control and risk management practices and monitor their compliance
- approve the interim reports, financial statements and annual reports
- assume responsibility for the disclosure of stock market profit guidance
- approve the Company’s financing policy
- assume responsibility for the development of share value and define the dividend policy
- approve company acquisitions and sells as well as significant individual investments and contingent liabilities
- approve the remuneration systems
- appoint and discharge the executive management as well as decide on their terms of contract and remuneration
- appoint the deputy to the CEO
- decide on the founding of subsidiaries
- assume responsibility for the development of the Corporate Governance
- annually evaluate its own activities
- assess the performance of the CEO and give feedback
The Basware Board of Directors includes, in accordance to the Articles of Association, a minimum of four and a maximum of eight regular members. The Board members are chosen by the Annual General Meeting for a term of office that ends at the closing of the first Annual General Meeting following the election. The Articles of Association does not include any specific orders for appointing members to the Board of Directors. The Board of Directors will select a chairman and vice chairman from amongst the members. The Board has a quorum if more than half of the members are present.
Composition of the Board in 2007
The Annual General Meeting on February 26, 2007 elected six members to the Board of Directors. Their term will last until the closing of the following AGM on 2008. Asko Ahonen, Tom Bangemann Kirsi Eräkangas, Ossi Pohjola, Antti Pöllänen and Hannu Vaajoensuu were re-elected to the Board.
In its first meeting on February 26, 2007, the Board elected Hannu Vaajoensuu as Chairman of the Board and Kirsi Eräkangas as Vice Chairman. Two members of the Board (Pöllänen and Vaajoensuu) held a position in the Company in 2007. Vaajoensuu and Eräkangas each own over 7 percent, Pöllänen approximately 7 percent and Asko Ahonen approximately 3 percent of all the shares of the Company when the ownership of persons under guardianship and of controlled companies is taken into account. Two of the members (Bangemann and Pohjola) are independent of the Company and its significant shareholders.
Board’s work in 2007
The Board had 17 meetings in 2007. The average attendance of the directors at the Board meetings was 95,1 percent. In its first meeting, the Board analyzed the operations of the previous Board based on written self assessment, updated the working order and prepared an operational plan for the term.
Board Committees
The Board resolved that separate committees were not to be formed for the year 2007 since the extent of the company’s business and the size of the Board do not require preparation of matters in a smaller group than the Board in its entity.
Remuneration of the Board and Management in 2007
Board of Directors
The Annual General Meeting resolved to compensate the members of the Board according to the following: members EUR 22 000 per year; Deputy Chairman EUR 26 000 per year and Chairman EUR 44 000 per year. The remuneration is not paid to those members of the Board who hold a fulltime position at Basware. Additionally, all members of the Board are paid a meeting fee of EUR 275 per meeting. Annual remuneration is paid in the following manner: those members of the Board whose share ownership of Basware Corp. is less than 5 000 shares, will be acquired Basware shares, publicly traded at Helsinki Stock Exchange, for the amount of 40 percent of the gross sum of the annual remuneration. The shares will be acquired as soon as possible after the closing of the Annual General Meeting.
The Chairman of the Board Hannu Vaajoensuu holds a position in the Company. He is responsible for the Company’s strategic projects such as acquisitions. The service terms and conditions have been specified in writing, according to which the Chairman of the Board has:
- 6 months’ period of notice and salary for the period of notice if the Company terminates the service in addition to which he is entitled to a severance payment equivalent of a 12-months salary,
- 6 months’ period of notice and salary for the period of notice if the person terminates the service himself, no additional compensation is paid,
- 12-month prohibition of competition as of the termination of the employment
- retirement age and pension benefits pursuant to the Employees’ Pensions Act (TEL)
Chairman of the Board
The salary of the Chairman of the Board Hannu Vaajoensuu, including benefits, totaled EUR 99 078.57 in 2007. Salary in money was EUR 86 327.07 and fringe benefits totaled EUR 12 751.50. The Chairman of Board is not included in the bonus program of the Company.