INTRODUCTION
The Rules of Procedure for the Board of Directors were prepared as a guideline for the work of the Board of Directors. The Rules of Procedure are updated whenever necessary. Material changes to the Rules of Procedure are subject to approval by the Board of Directors.
The work of the Board of Directors is governed by the Finnish Limited Liability Companies Act, Teleste Corporation’s Articles of Association, the decisions of General Meetings, the laws applicable to accounting and the securities market as well as the stock exchange rules provided by Nasdaq Helsinki Ltd.
The Board of Directors represents all the shareholders and always acts in the best interests of the company and its shareholders. The objective of the Board of Directors is to guide the company’s business in such a manner that it provides the company’s shareholders with the best possible return in the long run.
COMPOSITION AND ELECTION OF THE BOARD OF DIRECTORS
According to the Articles of Association, Teleste’s Board of Directors has a minimum of three and a maximum of eight members. The Annual General Meeting (AGM) decides on the number of Board members and their election. The Board of Directors elects a Chairman of the Board from among its members. A person designated by the Board of Directors acts as the secretary of the Board.
The candidates for the Board of Directors are chosen in co-operation between the Chairman of the Board and the major shareholders of the company. In addition to the required experience and areas of expertise, the guidelines on the diversity of the Board are taken into account when choosing candidates.
The majority of the members of the Board of Directors must be independent of the company, and at least two of the members must also be independent of the company’s significant shareholders; independence is interpreted according to the definition provided in the Finnish Corporate Governance Code approved by the Securities Market Association.
The term of office of Board members is one year, and it ends at the close of the Annual General Meeting following the election of Board members. The number of terms of a Board member is not limited.