Duties and Meeting Practises

Atria’s Board of Directors is responsible for the company’s 
administration and its appropriate organisation. The Board of 
Directors is responsible for the appropriate organisation of the 
supervision of the company’s accounting and asset management. 
To this end, the Board of Directors has confirmed written rules 
of procedure concerning the duties of the Board, the matters 
to be dealt with, meeting practices and the decision-making 
procedure. According to the rules of procedure, the Board of 
Directors discusses and decides on significant matters related to 
the company’s strategy, investments, organisation and financing. 
The rules of procedure lay down the following key duties for the 
Board of Directors:

 

    • Approving the strategic goals and guidelines for the Group and its business areas
      Approving the budgets and business plans for the Group and its business areas 
      Deciding on the investment plan for each calendar year and approving major investments that exceed one million euros 
      Approving major M&A and restructuring operations 
      Approving the Group’s operating principles for areas that are important for management and supervision 
      Discussing and adopting interim reports and financial statements 
      Monitoring and evaluating the company’s financial and sustainability reporting systems
      Monitoring and evaluating the auditing of its financial statements, consolidated financial statements and sustainability reporting statements
      Preparing the items to be dealt with at Annual General Meetings and ensuring that decisions are implemented 
      Approving the audit plan for internal auditing, as well as monitoring and assessing the effectiveness of internal control and auditing as well as the risk management systems 
      Appointing and dismissing the CEO and deciding on his/her remuneration and other benefits
      Approving, at the CEO’s proposal, the hiring of his/her direct subordinates and the principal terms of their employment 
      contracts 
      Approving the organisational structure and the key principles of incentive schemes 
      Monitoring and evaluating the CEO’s performance 
      Monitoring and evaluating the independence of the auditor and particularly the provision of services other than auditing 
      services and sustainability auditing services provided by the auditor 
      Deciding on other matters that are important in view of the size of the Group and that are not part of day-to-day 
      operations, such as considerable expansion or contraction of business or other material changes to operations, the taking 
      of long-term loans and the sale and pledging of fixed assets 
      Monitoring and evaluating the compliance of agreements and other legal transactions between the company and its 
      related parties with requirements concerning ordinary business activities and market terms 
      Deciding on other matters which, under the Limited Liability Companies Act, fall within the remit of the Board of Directors 
      Performing the Audit Committee’s duties referred to in recommendation 16 of the Corporate Governance Code.

 

The Board of Directors assesses its operations and working methods regularly by conducting a self-evaluation once a year.

 

Meeting practices and information flow

The Board of Directors meets regularly around 10 times during the term in accordance with a meeting schedule confirmed in advance by the Board, and when necessary. In 2025, the Board of Directors met 15 times. The average attendance rate of the members of the Board of Directors was 100%.


The term of office of the members of the Board of Directors ends at the end of the first Annual General Meeting following the election. During the meetings of the Board of Directors, the CEO gives a review of the financial situation of the Group by business area. The review also covers forecasts, investments, organisational changes and other issues that are important for the Group.