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Operations of the board

The task of the Board of Directors is to see to the governance of the company and ensure the appropriate organization of the company’s operations.

The duties and operating principles of the Board of Directors are based on Finnish legislation, in particular the Finnish Limited Liability Companies Act and the Securities Market Act, as well as on the company’s Articles of Association, the rules of Nasdaq Helsinki and the Finnish Corporate Governance Code for companies listed on Nasdaq Helsinki. The Charter of the Board of Directors further specifies the duties of the Board as well as the methods of working at a practical level. For example, the Board of Directors is responsible for defining strategy for the Rovio Group and duly arranging the business, administration and operations of the Rovio Group. The Board of Directors constitutes a quorum when more than half of the members are present.

The main duties of the Board of Directors include:

  • review and adopt the financial statements and interim reports;
  • review and adopt the report on non-financial matters;
  • review and adopt the publication of stock exchange releases;
  • review and adopt financial targets and forecasts;
  • approve on dividend policy;
  • approve on matters which are of major significance for the Company and the Group;
  • approve the Company strategy (including the sustainability strategy), business unit plans and budgets and monitor their implementation;
  • monitor issues pertaining to significant risks and risk management activities and ensure that adequate policies for risk management are in place;
  • approve the Company values;
  • approve the Company policies;
  • approve the Board and Board committee charters;
  • decide authority frames for capital expenditure and principals of approval and signing rights and monitor their implementation;
  • approve on any major or strategically significant individual investments or expenditure and decide on major business acquisitions and divestments, major sales contracts and any significant financing arrangements;
  • approve on appointment and dismissal of the Chief Executive Officer (the “CEO”), his / her possible deputy and the appointment and dismissal of members of the Leadership Team;
  • monitor the top management resources and significant changes in the business organization;
  • approve the overall remuneration framework and remuneration principles within the Rovio Group, including the short- and long-term incentive plans;
  • call the general meeting(s) of the shareholders and provide all necessary annual proposals to the annual general meeting.

The Board of Directors conducts an annual evaluation of its operations and working methods. The purpose of this evaluation is to establish how the Board of Directors has executed its tasks during the year and to act as a basis for developing the work of the Board of Directors.

According to Rovio’s Articles of Association, the Board of Directors consists of a minimum of three and a maximum of nine ordinary members. The Annual General Meeting elects the Chair and the Vice Chair of the Board of Directors.

Board Committees

In its organizing meeting, which was held immediately after the Extraordinary General Meeting on September 12, 2023, the Board of Directors resolved to disband the Board committees, Audit Committee and Remuneration Committee, with immediate effect, and the Board of Directors shall be responsible for the duties of an Audit Committee.


Decisions of the EGM and the organizing meeting of the Board of Directors

 

 

Audit Committee (disbanded on 12 September, 2023)

The Audit Committee assists the Board in matters related to financial and non-financial reporting and supervision in accordance with the obligations assigned to the Audit Committee in the Finnish Corporate Governance Code 2020 published by the Securities Market Association. The purpose of the Audit Committee is to assist the Board in ensuring the proper organization of administration, supervision and risk management in accordance with the Companies Act.

The Board of Directors has confirmed the Audit Committee’s key duties and operating principles in the Audit Committee Charter. The Audit Committee consists of the Chair and at least two members. The Committee meets regularly at least four times per year. The term of office of the members is one year.

The majority of the Committee members shall be independent of the company and at least one member shall be independent of significant shareholders.

The members of the Committee shall have the qualifications necessary to perform the responsibilities of the Committee, and at least one member shall have expertise specifically in accounting, bookkeeping or auditing.

In its meeting on April 3, 2023, Rovio’s Board of Directors appointed the Audit Committee from among its members, with Kim Ignatius as its Chair and Camilla Hed-Wilson and Henna Mäkinen as the members of the Audit Committee.

Remuneration Committee (disbanded on 12 September, 2023)

The Board’s Remuneration Committee is responsible for recommending and evaluating executive nominations and compensations including CEO’s, evaluating the performance of the CEO and making recommendations to the Board of Directors on management compensation matters.

The Board of Directors has confirmed the Remuneration Committee’s key duties and operating principles in the Remuneration Committee Charter. The Remuneration Committee consists of the Chair and at least two members. The Committee meets regularly at least four times per year. The term of office of the members is one year. The majority of the Committee members shall be independent of the Company and at least one member shall be independent of significant shareholders.

In its meeting on April 3, 2023, Rovio’s Board of Directors appointed the Remuneration Committee from among its members, with Camilla Hed-Wilson as its Chair and Kim Ignatius and Björn Jeffery as the members of the Remuneration Committee.

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