Board of Directors
Duties and Responsibilities of the Board
- The Board is responsible for supervising the management and proper organization of the Group in accordance with legislation, the Articles of Association and the instructions issued by General Meetings.
- The Board decides upon matters of major importance to the operations of the company. These include the acceptance of the main strategies, the approval of action plans, major capital expenditures and divestitures of assets.
- The Board appoints and dismisses the company's CEO and decides on his/her service terms.
The Board meets regularly at least 8 times a year and additionally when necessary. The Board met 17 times in 2012. The average attendance of the directors at the Board meetings was 97 percent.
Election of the Board
The Board of Stonesoft Corporation comprises no fewer than three and no more than seven members. The term of a Board member shall begin at the end of the General Meeting that elected the Board member and expire at the end of the next Annual General meeting. The Board elects a Chairman and Vice Chairman from among its members. The Board currently comprises three members, one of whom is employed by the company. Having three board members is considered to be suitable for a company of this size.
Composition
Stonesoft Corporation's Board of Directors comprises of the following:
- Louis Riley, Senior Vice President, General Counsel
- Daniel F. Vaughn, Senior Director, M&A Counsel, McAfee Inc.
- John Kearns, Director Finance, EMEA
Independence
The Board has evaluated the independence of its members on August 13, 2013 in compliance with the guidelines of the Corporate Governance Recommendation issued by OMX Nordic Exchange Helsinki Oy, the Central Chamber of Commerce of Finland and the Confederation of Finnish Industry and Employers. It is required in the Recommendation that the majority of the Board members are independent of the company. In addition, at least two of the Board members representing this majority shall be independent of significant shareholders of the company. Significant shareholder means a shareholder who holds at least 10 % of all the shares or of the aggregate votes in the company.
The current members of the Board of Directors are independent from the company. All Board members are representatives of McAfee, Inc: Daniel F. Vaughn is Senior Director and M&A Counsel, Louis Riley is Senior Vice President and General Counsel and John Kearns is Director Finance, EMEA. Due to this the Board members are not independent from Stonesoft's largest shareholder McAfee, who has initiated compulsory redemption proceedings for the remaining Stonesoft shares under the Finnish Companies Act and whose intention is to cause the shares of Stonesoft to be delisted from NASDAQ OMX Helsinki.
Board Committees
The Board of Directors has no Committees.
The compensation paid for the Board members
No compensation is paid for the Board members.
See Board and Management holdings
Board Working Order
1. Constitution and term of office
In accordance with the company’s Articles of Association, the Board of Directors has no less than three and no more than seven ordinary members. The term of office of a Board Member begins from the end of the General Meeting that elected the Board Member and continues until the end of the next Annual General Meeting.
2. Chairman and secretary
The Board elects in its organization meeting a Chairman.
3. Duties
The Board of Directors attends to the company’s administration and proper organization of its operations in accordance with applicable legislation and the Articles of Association and decisions made by the General Meeting. The Board of Directors is responsible for organizing appropriate supervision of company’s accounting and financial administration. Matters, which are of major significance or importance for the company, are to be handled and decided by the Board of Directors.
The Board of Directors shall:
1) Approve of the company’s strategy and the annual business plan.
2) Decide on significant investments, acquisitions and financing arrangements.
3) Elect and dismiss a Chief Executive Officer (CEO) for the company and approve election of members to the Executive Management and supervise that the CEO leads the company´s activities in compliance with the instructions given by the Board of Directors
4) Decide on the remuneration and bonuses for CEO and new recruitments and salary adjustments for Executive Management and vice presidents reporting to CEO
5) Sign and present the financial statements for approval by the Annual General Meeting and to present a proposal for profit disposal.
6) Grant and revoke the right to represent the company.
7) Approve the values of the company and main guidelines for the company´s business operations.
8) Establish and elect the members of Board committees, if needed.
9) Evaluate the independence of the Board members.
10) Annually assess the activities and the working manners of the Board.
4. Meetings
The Board’s meeting schedule for the year in question shall be affirmed by the end of the year for the following year. The Board should normally hold at least 8 meetings a year. For consideration and a decision on a matter that cannot be postponed until the next scheduled Board meeting, an extraordinary Board meeting shall be held.
A Board meeting is convened by the chairman or, when the chairman is prevented, by the vice chairman. The chairman presides the meetings. The Board constitutes a forum when more than one-half of its members are present. The Board’s decision is the opinion supported by more than one-half of those present or, when votes are equal, the opinion shared by the chairman.
The chairman prepares the agenda jointly with the CEO. The agenda for a meeting is delivered to the Board Members approximately five days before the meeting along with the minutes of the previous meeting and all proposals concerning issues to be brought up at the meeting.
The secretary of the Board keeps minutes of the Board meetings. Minutes are signed and confirmed by the secretary and the chairman of the Board and a member elected as scrutinize the minutes.
If a Board meeting is held as a telephone or videoconference or in capsulam, the minutes shall be signed by every Board Member.
5. Preparation
The CEO shall ensure that the Board Members receive current information that is needed to evaluate the financial planning, liquidity and business development of the company.
Accordingly, the CEO shall ensure that the Board receives agreed reports about the development and operation of the company, including the development of sales, profit status and liquidity, as well as information about important events, e.g. important legal disputes, the cancellation of important agreements, the appearance of extensive liabilities or the insolvency of important clients. If necessary, the CEO should give reports directly to the chairman and Board members even in between the Board meetings.
6. Disqualification
A Board Member, CEO or a company employee is disqualified from taking part in the consideration of such a matter,
- Where the Member or his/her close relative or such a company, collective body or any other quarter, in whose bodies he/she acts, or where he/she has a significant holding or other interest, is a contractual party or counter-party of the company, or
- From which the Member expects such an essential benefit, which may be in conflict with the company’s interest.
A disqualified Board Member, CEO or employee may not take part in any discussion, presentation of draft resolution or voting concerning the matter at the Board meeting. However, a disqualified person may be heard in order to clarify the matter.