Is membership in the Board of Directors a position or not?

[animist]

Hello everyone,

one more query rises about osakeyhtiö registration, according to the information from National Board of Patents and Registers there may be a sole shareholder only, but there must be at least two persons in the Board of Directors, one is a Chairperson and another one is a deputy member.

Is it possible to appoint a person as a deputy member in the Board of Directors, if by this time this person has full-time employment in another company? Looking from higher point of view what is this membership in the Board of Directors - an ordinary employer's position with salary etc. or just a role like a role of shareholder in a company?

Thank you in advance for your considerations.

[Rip]

Is it possible to appoint a person as a deputy member in the Board of Directors, if by this time this person has full-time employment in another company?

Of course. If you look at the really big companies, the board members are often CEOs of other companies (though for fairly obvious reasons rarely in competitors in the same business).

Looking from higher point of view what is this membership in the Board of Directors - an ordinary employer's position with salary etc.

A board member is not an employee. It is position with compensation decided by the shareholders and position terminated at will by the shareholders.

[animist]

Excellent, thank you for clear answer.

[rinso]

A board member can be an employee of the same company, but that has to be a different function than the board member function.
He can even be a (majority) shareholder in the company.
You find that sometimes in family owned businesses.
Of course it makes some procedures (voting) more complicated.

[Mölkky-Fan]

A good board member can be an excellent person to check out what you are doing and give you good advice from the 'outside', so it is often better to get someone from outside the company to do this role. Also be careful because board members have some additional legal responsibilities, and often the company takes insurance to cover those responsibilities... depends what the company is in and how big it is.

[Työelämä]

In some European Union and Asian countries, there are two separate boards, an executive board, also called corporate executive team, for day-to-day business and a supervisory board, also called board of directors (elected by the shareholders) for supervising the executive board.

Typical duties of boards of directors include:
governing the organization by establishing broad policies and objectives;
selecting, appointing, supporting and reviewing the performance of the chief executive;
ensuring the availability of adequate financial resources;
approving annual budgets;
accounting to the stakeholders for the organization's performance;
setting the salaries and compensation of company management.

Recapping the terminology:
director - any member of the board of directors
inside director - a director who, in addition to serving on the board, has a meaningful connection to the organization
outside director - a director who, other than serving on the board, has no meaningful connections to the organization
executive director - an inside director who is also an executive with the organization. The term is also used, in a completely different sense, to refer to a CEO
non-executive director - a director who is not an executive with the organization

Individual directors often serve on more than one board. This practice results in an interlocking directorate, where a relatively small number of individuals have significant influence over a large number of important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research.

[cors187]

Hello everyone,

one more query rises about osakeyhtiö registration, according to the information from National Board of Patents and Registers there may be a sole shareholder only, but there must be at least two persons in the Board of Directors, one is a Chairperson and another one is a deputy member.

Is it possible to appoint a person as a deputy member in the Board of Directors, if by this time this person has full-time employment in another company? Looking from higher point of view what is this membership in the Board of Directors - an ordinary employer's position with salary etc. or just a role like a role of shareholder in a company?

Thank you in advance for your considerations.

You could make a person a secretary of the board as there needs to be a few documents made etc.
http://www.yrityssuomi.fi/web/enterpris ... ty-company