ANNUAL REPORT 2013

GOVERNANCE

The Board of Directors

Board of Directors in 2013
Board Committees

In accordance with the Articles of Association, the Board of Directors shall consist of a minimum of five and a maximum of nine members. The terms of office of all members will run from their election to the end of the following Annual General Meeting. The Board is responsible for electing a Chairman from among its members.

Responsibilities and Charter of the Board

Fiskars Board of Directors is responsible for managing the Company in accordance with the law, official regulations, the Articles of Association, and decisions taken by the Annual General Meeting of Shareholders. Under the Charter approved by the Board of Directors, the Board is responsible for the following activities:

  • Managing and appropriately arranging the Company’s operations and confirming the Company’s business strategy and budget.
  • Overseeing the solidity, profitability, and liquidity of the Company, as well as the Company’s management.
  • Approving the risk management principles followed by the Company.
  • Preparing financial statements.
  • Confirming financial policy.
  • Deciding on extraordinary or far-reaching measures, taking the scope and nature of the Company’s operations into account, unless these matters come within the responsibilities of the General Meeting of Shareholders.
  • Appointing the President and CEO and confirming the terms of his employment and other compensation.
  • Appointing the members of the Executive Board, other senior managers, and the internal audit manager, and approving their terms of employment and other compensation.
  • Deciding on the principles for the Group’s compensation systems and other long-term personnel issues.
  • Considering matters related to the appointment of the members of the Boards of Directors of subsidiaries.
  • Appointing Board Committees and their members. These Committees are responsible for preparing matters within their specific area of competence to be put before the Board.

The Board convenes 8–9 times a year according to a pre-confirmed timetable, with additional meetings whenever necessary. Most meetings are connected with the publication of the Company’s financial statements and interim reports, strategy, and budget cycle or the Annual General Meeting. The Board also holds a strategy meeting at which it considers the Group’s future scenarios and confirms the Company’s strategy. The Board usually conducts one or two of its meetings at rotating Fiskars locations, focusing on a specific business area.

The Board conducts an annual self-evaluation of its work and cooperation with management, facilitated by an external expert.

The Board of Directors evaluates the independence of each member according to the Corporate Governance Code in the constitutive meeting convened after the Annual General Meeting.


The Board of Directors in 2013

The Annual General Meeting held on March 14, 2013 re-elected all nine members of the Board: Kaj-Gustaf Bergh, Ingrid Jonasson Blank, Ralf Böer, Alexander Ehrnrooth, Paul Ehrnrooth, Louise Fromond, Gustaf Gripenberg, Karsten Slotte and Jukka Suominen.

Convening after the Annual General Meeting, the Board of Directors re-elected Kaj-Gustaf Bergh as its chairman and Alexander Ehrnrooth and Paul Ehrnrooth as vice chairmen. The Board decided to establish an Audit Committee, a Compensation Committee and a Nomination and Strategy Committee.

All members of the Board are independent of the Company. Alexander Ehrnrooth, Paul Ehrnrooth and Louise Fromond are considered to be non-independent of major shareholders.

The Board of Directors convened nine times during 2013. The average attendance at Board meetings was 99%. Besides the regular annual Board work during the financial year, key priorities in 2013 included monitoring the implementation of the company’s five-year investment program, the launch of the EMEA 2015 restructuring program and the integration of Royal Copenhagen. In addition, the board reviewed the company’s strategic direction and long-term growth plans.

 

Meeting activity and meeting attendance of the Board of Directors 2013






Nomination



Compensation and Strategy

Board of Directors Audit Committee Committee Committee
1.1.-31.12.2013 9 meetings 4 meetings 4 meetings 10 meetings
Kaj-Gustaf Bergh 9 - 4 9
Alexander Ehrnrooth 9 4 - 10
Paul Ehrnrooth 9 4 - 10
Ralf Böer 9 - 4 -
Louise Fromond 9 4 - -
Gustaf Gripenberg 9 4 - -
Ingrid Jonasson Blank 9 - 4 -
Karsten Slotte 8 4 - -
Jukka Suominen 9 - 4 -





 


Board Committees

The Board of Directors appointed three committees in 2013: an Audit Committee, a Compensation Committee, and a Nomination and Strategy Committee.

Audit Committee

The Audit Committee is responsible for the following activities:

  • Monitoring the reporting process used for the Company’s financial statements
  • Supervising the financial reporting process.
  • Monitoring the efficiency of the Company’s internal controls, internal auditing, and risk management
  • Reviewing the description of the main features of the internal controls and risk management associated with the financial reporting process, as provided by the Company’s administration and control system.
  • Reviewing and monitoring the main legal actions, claims and other proceedings that Fiskars is involved in.
  • Monitoring the statutory auditing of the Company’s financial statements and consolidated financial statements.
  • Evaluating the independence of the Company’s statutory Auditors and the additional services provided by the Auditors.
  • Drafting the proposal covering the selection of the Company’s Auditors for the Nomination and Strategy Committee.

The following Board members belonged to the Audit Committee:

  • Gustaf Gripenberg (Chairman)
  • Alexander Ehrnrooth
  • Paul Ehrnrooth
  • Louise Fromond
  • Karsten Slotte

The Audit Committee convened four times in 2013 and the attendance of members at meetings was 100%. Besides its ordinary work, the Audit Committee also monitored the progress of the company’s five-year investment program and discussed the Company’s sustainability management and reporting in 2013.

Compensation Committee

The Compensation Committee is responsible for preparing matters related to the appointment and remuneration of the President and CEO and Group directors, as well as issues related to the Company’s remuneration system.

The following Board members belonged to the Compensation Committee:

  • Kaj-Gustaf Bergh (Chairman)
  • Ralf Böer
  • Ingrid Jonasson Blank
  • Jukka Suominen

The Compensation Committee convened four times in 2013 and the attendance of members at meetings was 100%. In 2013, the Compensation Committee discussed the Company’s compensation framework and bonus structure.


Nomination and Strategy Committee

The Nomination and Strategy Committee is responsible for the following activities:

  • Preparing proposals related to the composition of the Board for the General Meeting of Shareholders after consulting major shareholders.
  • Preparing proposals for the General Meeting of Shareholders on the remuneration of Board members.
  • Preparing proposals for the Board regarding the composition of the Board’s committees.
  • Preparing the proposal on the selection of the Company’s Auditors based on the proposal of the Audit Committee.
  • Confirming the criteria and processes to be used for evaluating the Board’s work.
  • Dealing with matters relating to the strategy of the Company in co-operation with the management and with focus on company’s long-term initiatives.

The following Board members belonged to the Nomination and Strategy Committee:

  • Kaj-Gustaf Bergh (Chairman)
  • Alexander Ehrnrooth
  • Paul Ehrnrooth

The Nomination and Strategy Committee convened ten times in 2013 and the attendance of members at meetings was 97%. Among the focus areas of the committee was preparing matters related to the company’s long-term strategy.