Board of Directors
Posti’s General Meeting elects members of the Board of Directors and appoints its Chair and Deputy Chair. The Board of Directors is composed of five to ten members. The term of office for members of the Board of Directors is one year and it ends at the close of the following Annual General Meeting.
The Government Ownership Steering Department prepares the final proposal for the Board composition, and presents it to the General Meeting for decision.
The Board of Directors evaluates its members’ independence on an annual basis, and re-evaluates it as necessary. The Board also conducts an annual self-evaluation of its operations and working methods. All Board members other than Minna Pajumaa, who has an employment relationship with the Ownership Steering Department of the Prime Minister’s Office, are independent of the shareholders, and based on the Board of Directors’ overall evaluation, all Board members are independent of the company except Satu Ollikainen, who has an employment relationship with a Group company.
The duties of Posti’s Board of Directors are determined in the Companies Act and the Articles of Association, as well as in the Board’s Charter and certain Posti policies, approved by the Board of Directors. The Charter lays out the Board of Directors’ key responsibilities and working principles.
Accordingly, the Board is, among other things, responsible for:
looking after the company’s administration and proper organization of its operations;
appointing and, if necessary, dismissing the President and CEO, and resolving of his/her remuneration;
preparing matters to be presented at the General Meeting of Shareholders and overseeing that the decisions are implemented;
overseeing the organization of financial supervision within the company;
affirming the company’s strategy and business plans as well as risk management principles;
resolving remuneration of the executive management (or delegating it to the Personnel Committee Chair), and resolving outlines of the Group’s remuneration, bonus and incentive schemes;
deciding on issues of major significance or importance (e.g. significant investments, significant business acquisitions, divestments and closures of operations) or which are extraordinary in relation to the quality and scope of the business, as per the decision making limits decided by the Board;
adopting the annual, half-year and interim financial statements as well as the non-financial reports; and
preparing and approving the Remuneration policy and Remuneration reports.
Audit, Risk and Sustainability Committee
The Board of Directors elects 3-4 members to the Audit, Risk and Sustainability Committee. The members shall have the qualifications necessary to perform the responsibilities assumed by the Committee, which include, among others:
overseeing and reviewing of the company’s financial reporting system;
considering the report on non-financial matters, including taxonomy reporting and oversight of the sustainability reporting;
monitoring and reviewing of the effectiveness of the internal control systems, internal audit and risk management policies;
monitoring and reviewing of the related party transactions;
overseeing of the statutory audit as well as considering the audit report, possible audit minutes as well as the additional Audit, Risk and Sustainability Committee report prepared by the auditor;
preparing a proposal for appointment of the auditor;
assessing the independence of the auditor and ensuring oversight of the additional services offered by the auditor; and
steering and monitoring activities of the Chief Compliance Office and the Internal Auditor.
Personnel Committee
The Board of Directors elects 3-4 members to the Personnel Committee. The members shall have the qualifications necessary to perform the responsibilities assumed by the Committee, which include, among others:
monitoring occupational health and safety related company activities;
preparation of decisions concerning the appointments and remuneration of the President and CEO and the executive management;
preparation of the outlines of the Group’s remuneration, bonus and incentive schemes, and ensuring that they are fair and competitive;
preparation of the Remuneration policy and Remuneration report;
participation in succession planning and monitoring the development of key potentials; and
monitoring employee satisfaction, and related company activities.
Strategy Committee
The Board of Directors elects 3-5 members to the Strategy Committee. The members shall have the qualifications necessary to perform the responsibilities assumed by the Committee. The Strategy Committee is to consider and prepare the company’s strategic decisions, which are, for example:
acquisitions or divestments requiring Board’s approval or being otherwise strategically significant;
other significant strategic transactions or measures, including significant changes in the business portfolio, being subject to Board approval;
regular reviews of the Company’s strategy to the Board; and
proposals for significant amendments to the Company’s strategy or its implementation.