How the work of the Board is structured

The instructions for the board of directors govern, among other things, the frequency and agenda of the board meetings, division of work and responsibility between the board of directors, its chairman and the CEO, and specify financial reporting procedures for the CEO. The board of directors also adopts instructions for the board committees.

The board of directors’ tasks include adopting strategies, business plans, budgets, interim reports, year-end financial statements and policies. The board of directors is also required to follow the economic developments and ensure the quality of financial reporting and internal controls including compliance with laws and other rules as well as to evaluate operations on the basis of the objectives and policies set by the board of directors. The board of directors is also required to establish policies for the company’s behavior in society in order to ensure its long-term value-generating ability. In addition, the board of directors is responsible for regularly evaluating the work of the CEO.

The board of directors decides on major investments and changes in the organisation and operations of the group. The chairman of the board of directors leads and organises the work of the board, ensures that the board fulfils its tasks and ensures that board’s decisions are implemented. The chairman of the board of directors shall, together with the CEO, monitor the company’s performance and prepare and chair board meetings. The chairman is also responsible for ensuring that the board members evaluate their work each year and continuously receive the information necessary to effectively perform their tasks. The chairman represents the company in relation to its shareholders.

Currently, Karnov’s board consists of five members.