PRIVATISATION – WHAT'S NEXT 13 May 2013 - CASE

13 May 2013, WarsawPRIVATISATION – WHAT’S NEXTSTATE OWNERSHIP AND COMPANYBOARDS (4/5) No executive directors– As a rule the CEO is not Member of the Board– independence from the Company– independence from Shareholders No political appointments– No ministers, members of the Parliament or other active politicians– A political past is not necessarily an obstacle– A few companies have Supervisory Boards with very limitedpowers• Members of Supervisory Boards often Members of the Parliament No high-ranking State officials– State Secretaries – no– Directors General – maybe– lower ranks - okaySTATE OWNERSHIP AND COMPANYBOARDS (5/5) Normally one State official representing– the Ownership Steering Department or– the Ministry being the custodian of the “strategic interest” or– the responsible Ministry in Companies with special societal tasks State official as Member of the Board– In all respects in a similar position as the other Members• duty of care• duty of loyalty• personal responsibility– Must have skills and expertise that bring added value tothe work of the Board– Only exceptionally appointed Chairman– Should maintain a “Chinese Wall” between him/herself andthe State-owner43Composition of soe boards in Finland