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 reporting system
  • 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 provided by the auditor
  • Monitoring and evaluating the company’s financial reporting system and the auditing of its financial statements and consolidated financial statements
  • 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 regularlyaround 10 times during the term in accordance with a meeting schedule confirmed in advance by the Board, and when necessary. In 2023, the Board of Directors met 18 times. The average attendance rate of the members of the Board of Directors was 99%.

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.