The major duties of the Board of Directors
The Board of Directors has general authority in all matters where neither law nor the Amer Sports' Articles of Association stipulate that a matter should be decided or performed by any other bodies. In addition, the Board of Directors must act in the interests of the company and all shareholders in all circumstances, and direct Amer Sports’ operations with a view to generating the maximum enduring added value to shareholders without neglecting other stakeholders.
The main duties of the Board of Directors are to:
1. Direct Amer Sports’ business operations and strategies
- Confirm the company’s strategy and ensure that it is up-to-date
- Confirm the business plan on the basis of the strategy and annual budget, and monitor progress towards its achievement
- Adopt the annual investment plan
- Decide on significant, strategically-important investments or acquisitions and the sale of assets
- Review the Corporate Social Responsibility Report
2. Organize Amer Sports’ administration and functions
- Appoint and dismiss the President and CEO
- Appoint and dismiss the immediate subordinates of the President and CEO
- Decide on the terms of service of the President and CEO and his or her immediate subordinates, including possible incentive programs
- Set the President and CEO’s personal targets for each year and monitor their achievement
- Keep track of succession-related issues in management and the company’s human resources strategy
- Adopt the duties and responsibilities of the Board of Directors and evaluate the Board’s performance once each year
3. Supervise management of the company’s financial administration, internal control and risk management
- Review and approve interim reports, annual financial statements and the report by the Board of Directors as well as related stock exchange releases
- Hold a meeting with the company’s auditors at least once a year
- Oversee significant risks connected with the Company’s operations and risk management
4. Prepare matters to be decided on at the AGM
- Draft the company’s dividend payout policy and submit a proposal on the dividend to the Annual General Meeting
- Submit other proposals to the Annual General Meeting
According to the rules of procedure, the chairman of the Board of Directors, in addition to leading the work of the Board of Directors, continuously monitors Amer Sports’ operations and development through contact with the President and CEO. Furthermore, the chairman of the Board of Directors represents the company in matters associated with shareholders and ensures that the work of the Board of Directors is evaluated annually, and that the Board of Directors continuously updates and expands its knowledge of Amer Sports’ operations.
2011
In addition to its normal duties, the Board of Directors focused on monitoring the implementation of the strategic priorities and development of the new long- term financial targets set for for the company in 2010.
The Annual General Meeting of shareholders held on March 10, 2011 elected seven members to the Amer Sports Board of Directors. Board members re-elected were Anssi Vanjoki, Ilkka Brotherus, Martin Burkhalter, Christian Fischer, Hannu Ryöppönen,Bruno Sälzer, and Pirjo Väliaho. Anssi Vanjoki was re-elected as chairman and Ilkka Brotherus was re-elected as vice chairman of the Board of Directors.
The Board of Directors convened 11 times during the calendar year 2011 and the attendance rate of directors at meetings of the Board of Directors was 90%. Board of Directors commissioned a third party to review and analyse Board’s performance, director competencies, composition and working practices. Results of this review were incorporated into the Board of Directors’ performance improvement plans.