Management and administration

Gasum Ltd Board of Directors

The Gasum Ltd Board of Directors has a minimum of three and a maximum of eight members. The members of the Board of Directors are elected by the Annual General Meeting of Shareholders for a term of office of one year at a time that ends at the end of the next Annual General Meeting of shareholders. The number of Board members is decided by the Annual General Meeting. 

The Board members are elected by the Annual General Meeting from among representatives of shareholders and independent non-executive experts with relevant business and industry experience. The composition of the Board of Directors must support the implementation of the company’s strategy, and efforts are made to ensure the Board’s diversity, with the aim to achieve a balanced gender distribution in the Board. The Chair and, where necessary, Vice Chair are elected by the General Meeting. 

The Chair of the Board of Directors is Sirpa-Helena Sormunen and the Vice Chair of the Board of Directors is Erkka Repo. The Secretary of the Board of Directors is Maaret Stepanoff, Gasum Legal Counsel.

Tasks of the Board of Directors:

• Strengthening the Gasum strategy and supervising its implementation.
• Seeing to the administration of the company and the appropriate organization of its operations in compliance with the Finnish Limited Liability Companies Act and the company’s Articles of Association.
• Appointing the Gasum Chief Executive Officer (CEO) and deciding on the terms of the CEO’s service contract.
• Deciding on the principles of the Group’s remuneration system.
• Ensuring the appropriate organization of the supervision of the company’s accounting and financial matters.
• Approving the financial statements.
• Deciding on significant loans, business combinations and divestments as well as investments and approving the budgets and risk management principles.
• Adopting the objectives of the Group’s human resources plans and overseeing their implementation.

Self-evaluation

The Board of Directors has adopted a written charter specifying the Board’s duties and working principles. The Board conducts an annual internal self-evaluation of its operations and working methods.

Committees

The Board has set up two committees to improve the efficiency of Board work: the Audit and Risk Committee and the HR Committee. The Board nominates the members and Chairpersons of the Committees from among its members and confirms the Committees’ charters. The Committees may only exercise autonomous decision-making power in matters authorized separately by the Board. In other matters the Committees act as preparatory bodies, with their proposals for resolutions brought separately before the Board for decision-making.