The directors of the Board of Directors are elected by the shareholders and are the highest authority in the management of the Oy; They govern the organization by defining general policies and objectives. A General Manager is appointed by the Directors to manage the day-to-day operations of Oy. The Management Board shall adopt instructions on the division of tasks between the Management Board and the Managing Director. At any time, the director is authorized to represent the company and to sign on his behalf deeds concerning matters related to the day-to-day management of the company. In principle, shareholders cannot act on behalf of the company. All the capacity of a company is in its board of directors and all its authority must be exercised by the board of directors. It is the responsibility of the board of directors to manage and manage the affairs of the company by the senior managers of the company. Shareholders (i.e. those who are not also directors or senior officers of the company) do not have the power to act for the company. They are limited to advising only, electing directors or approving or rejecting measures submitted to them by the board of directors. The mere holding of a majority of shares does not confer any power of action on the company to a given shareholder. While most of the company`s business is defined by the company`s board of directors or senior management, shareholders may, by agreement, retain the right to approve certain matters before they can proceed. These issues may include: (i) the occurrence of a debt of a specified amount; (ii) the issuance of equity securities that have priority over ordinary shares with respect to preferences and privileges; (iii) the sale of the business; (iv) a substantial change in the nature of the undertaking`s activities; and (v) increases in the remuneration of the founders.
These issues are usually crucial for founders, so they might even require a super-majority (instead of a simple majority) before they can be done. Directors or directors are appointed by the shareholders or quota holders of an entity and direct day-to-day operations. The director general or the director general is authorized to represent a legal person vis-à-vis third parties or to act on behalf of a legal person. The members of the Board of Directors and the Board of Directors of the Commissioners are appointed and dismissed by the General Meeting of Shareholders. The Board of Directors is responsible for business decisions, oversees general affairs and manages the day-to-day operations of the company and is overseen by the Board of Commissioners. The limits of the powers of the board of directors may be set out in the articles of association of the company. Managers are responsible for the day-to-day management of the company. They owe the company fiduciary duties, including the obligation to promote the success of the company for the good of the shareholders as a whole.
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