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Board of Directors

The company’s Board of Directors is composed of at least four but no more than eight members. The general meeting of shareholders decides on the number of directors and elects the members to the Board for a one-year term at a time.

The Articles of Association do not contain other limitations concerning the election of Board members, such as limitations on the maximum length of service. The Board appoints annually a Chair, and may appoint a Deputy Chair from its members. The Board of Directors is deemed to have a quorum if more than half of its members are present and one of them is either the Chair or the Deputy Chair.

Board duties

The primary role of the Board is to be responsible for the governance of the company with the focus on overseeing the long-term value creation of WISA. In pursuing this goal, the directors have a duty to act on an informed basis with due care and in the best interests of the company consistent with their other statutory duties.

To fulfill its role effectively the Board sets the company’s strategic objectives, reviews and approves financial and other plans relevant to the achievement of the objectives and reviews the performance of the management in meeting those objectives. The Board’s other main responsibilities relate to the integrity of the company’s financial reporting, effectiveness of internal controls and risk management systems, and the appointment, remuneration and succession planning of the senior management of the company.

The Board has approved the company’s Code of Conduct and prepared a written charter for its work including the Board’s main duties and operating principles. A summary of the Board's main duties and responsibilities is available in the company's Corporate Governance Statement.

Charter of the Board of Directors

Attendance at the meetings

There is no minimum attendance requirement for the directors’ attendance at the meetings, but directors are expected to attend all meetings unless there is a valid reason for non-attendance.

Board evaluation

The Board of Directors conducts an annual evaluation of its performance and working methods, including an evaluation of the performance and working methods of its committees. The Board members evaluate the performance of the Board and its committees in relation to their respective duties and responsibilities, the Board and Committee compositions and structure, the Board culture, the effectiveness of the Board and committee meetings, the individual performance of Board members, and the performance of the Chair of the Board. Identified areas for improvement are considered when planning Board-related work, and the Nomination and Governance Committee takes the results into consideration when preparing its proposals for the composition of the Board for the Annual General Meeting.

Provision of information to the Board

To ensure that the Board members are sufficiently informed of the company’s operations, business environment and financial position, the Board meetings regularly include President and CEO’s business review on topical items and the Chief Financial Officer’s review on financial results. In addition, the Committee Chairs report on items discussed and actions taken in the committee meetings held prior to the Board meetings.

Director induction

New directors receive a structured induction to the Company’s operations. The new director is also provided with corporate governance related charters and policies, Articles of Association, Finnish Corporate Governance Code and other files related to Board work, as well as general information on the company. Continuing education is arranged upon request to all directors.

A new member of the Board is provided with post-election induction on the company’s business operations in the meetings with senior leaders. Induction is provided to the extent the new Board member deems appropriate.