Board of Directors

To carry out its duties, the Board of Directors, among other things, makes any major decisions concerning the operating principles, strategy, investments, organisation and financing. The Board also decides on business combinations and corporate acquisitions as well as major property transactions.

The Annual General Meeting of VR-Group Plc annually appoints the Chair of the Board of Directors and the other members. The Board of Directors elects a Vice Chair from among its members. The Board of Directors shall have at least four (4) and at most eight (8) ordinary members.

More information is available in the Corporate Governance Statement 2023.

In order to carry out its task, the Board of Directors, among other things, makes significant decisions concerning policies, strategy, investments, organisation and financing. In addition, the Board of Directors decides on business and corporate acquisitions as well as significant real estate transactions.

In addition, the Board of Directors shall, among other things:

• adopt the annual action plan and budget;
• sign the report of the Board of Directors and the financial statements;
• approves performance and business reviews as well as financial statements bulletins;
• approves the company's organizational structure and remuneration systems;
• appoint and dismiss the CEO;
• appoint the members of the Group Management Team;
• approves the terms and conditions of employment of the CEO, the Group Management Team and other key personnel of the Group;
• appoint the members of the committees appointed by the Board of Directors and confirm the charters of the committees;
• directs and supervises the working management;
• supervises compliance with laws, rules and regulations;
• adopt long-term objectives and strategies;
• approves the principles and policies pertaining to the Group's values and the steering and risk management system;
• prepare the matters to be dealt with by the Management Board together with the Executive Director; and
• convenes a general meeting.

Chairman of the Board, among other things:

• convenes meetings of the Board of Directors;
• approves the agenda prepared by the CEO for Board meetings;
• is responsible for drawing up minutes of each meeting of the Board of Directors;
• is responsible for ensuring that every decision of the Board of Directors decided to be taken without holding a meeting is duly recorded;
• maintain necessary contact with the CEO and members of the Board of Directors between meetings; and
• ensures that the work of the Board of Directors complies with the provisions of the Rules of Procedure of the Board of Directors.

The duties of the Audit Committee include:

• monitor and supervise the financial reporting process
• monitor accounting principles and changes in them
• monitor sustainability reporting where applicable
• familiarise yourself with material accounting and financial reporting issues, in particular complex, exceptional and discretionary arrangements of a nature
• monitor the company's financial performance and profit forecast
• review the audited financial statements and consolidated financial statements as well as the report of the Board of Directors and review the half-yearly and quarterly financial reports
• review the description of the main features of the internal control and risk management systems related to the financial reporting process included in the company's Corporate Governance Statement
• monitor the effectiveness of the company's internal control and internal audit
• approve internal audit guidelines and monitor internal audit plans and reports
• monitor risk management processes and the effectiveness of risk management systems
• monitor risks related to the company's information security
• supervise the organisation of competitive tendering for audit services at appropriate intervals
• monitor the statutory audit of the financial statements and consolidated financial statements
• assess the independence of the statutory auditor and review the auditor's other services provided to the company
• review, together with the management and auditors, the audit plan and the findings raised on the basis of the audit carried out, and ensure that the issues raised are dealt with appropriately;
• monitor the company's transactions with related parties and any related conflicts of interest
• assess compliance with laws, regulations and company policies and monitor significant legal processes
• take care of other tasks specifically assigned to it by the Board of Directors.

The duties of the Human Resources Committee include:

• Key principles and practices related to the company's remuneration
• preparing decisions on the appointment and remuneration of the President and CEO and members of the Management Team
• remuneration of the President and CEO and other terms of employment, remuneration of the Management Team and other terms of employment
• Incentive and commitment schemes for the CEO and management
• CEO and management succession planning and management development
• HR strategy assessment and key HR management development projects
• preparation of the remuneration policy and remuneration report
• monitoring employee engagement, health and safety and related activities;

The Chairman of the Committee shall, inter alia:

• convene committee meetings;
• adopt the agenda for committee meetings;
• be responsible for drawing up minutes of each committee meeting;
• is responsible for ensuring that the Committee reports regularly on its work to the Board of Directors; and
• ensure that the committee's work complies with the rules of procedure adopted for the committee.