Board of Directors working order
The Board of Directors has general authority in all such matters that the law or the Articles of Association do not stipulate must be decided or performed by other bodies. The Board of Directors is responsible for attending to the administration of the company and duly organizing its operations. The Board of Directors must act in the company’s and its shareholders interests in all circumstances. The Board of Directors has set as its goal guiding the company’s operations with a view to generating maximum enduring added value to shareholders without neglecting other interest groups.
The Board of Directors draws up an annual plan and each year assesses its own activities by carrying out an internal self-appraisal. All matters of wide-ranging importance for the company’s operations are dealt with by the Board of Directors.
A decision of the Board of Directors must be supported by more than half of the members present. When voting is split, the Chairman has the deciding vote.
The Board of Directors convenes at least once a year when representatives of the company’s management are not in attendance.
The major tasks of Board of Directors are to:
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 said strategy and annual budget, and monitor its achievement
- Adopt the annual investment plan
- Decide on significant, strategically-important investments or acquisitions and the sale of assets
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 employment of the President and CEO and their immediate subordinates, including incentive reward programs, if any
- Set the CEO’s personal targets for each year and monitor their achievement
- Keep track of issues related to succession in management
- Adopt the duties and responsibilities of the Board and evaluate its performance once a year
Supervise financial administration and risk management
- Prepare interim reports, annual reports and financial statements
- Hold a meeting with the company’s auditors at least once a year
- Supervise significant risks connected with the company’s operations and risk management
Prepare matters to be decided on at an Annual General Meeting
- Draft the company’s dividend payout policy and submit a proposal on the dividend to the General Meeting
- Submit other proposals to the General Meeting
The Board of Directors prepares an annual plan that always extends until the subsequent Annual General Meeting, which includes:
- the schedule of meetings
- the major issues to be discussed at each meeting
- the schedule of the dates when the Board members are to familiarize themselves with the operations of the company and its partners, as well as
- the annual evaluation of its own performance at the end of the period
Chairman of the Board
According to Board procedures, the Chairman of the Board, in addition to leading the work of the Board, continuously monitors the Amer Sports Corporation’s operations and development through contact with the President and CEO. Furthermore, the Chairman of the Board represents the company in matters associated with holdings and ensures that the work of the Board is evaluated annually, and that the Board continuously updates and deepens its knowledge of the Amer Sports Corporation operations. In 2007 Anssi Vanjoki acted as Chairman and Ilkka Brotherus as Vice Chairman of the Board.
At its organizational meeting immediately following the Annual General Meeting 2008, the Board of Directors elected Anssi Vanjoki as Chairman and Ilkka Brotherus as Vice Chairman.