Raute Corporation's Board of Directors has issued Administrative Instructions for the company to complement the provisions of the Companies Act and Raute's Articles of Association. Administrative Instructions comprise a charter for the decision-making bodies, instructions on the division of responsibilities between the Board of Directors, the President and CEO and the Executive Board, and guidelines for organizing internal control and risk management. Administrative Instructions present the main points of Raute's Corporate Governance principles.
Raute has undertaken to comply with the Finnish Corporate Governance Code 2010 for listed companies issued by the Securities Market Association in June 2010. The Corporate Governance code became effective on 1 October 2010. Raute deviates from the recommendation 22 to elect members to the Appointments Committee in that one member to the Committee is elected from outside the Board of Directors, as per the company's Administrative Instructions, from among the representatives of major shareholders who have significant voting rights. The Board views this exception as justified, when taking into consideration the company's ownership structure and the possibility to consider the expectations of major shareholders as early as in the preparation phase of selecting members of the Board of Directors.
Raute deviates from recommendation 9 on the number, composition and competence of the directors in that the company does not have both genders represented on the Board. The shareholders proposed, and the Annual General Meeting elected on April 16, 2012 a group of persons consisting of men as Board members.
Raute's day-to-day management is the responsibility of the Board of Directors and the President and CEO. The other management (other Executive Board members) assists the President and CEO in his duties. The Board of Directors oversees compliance with Raute's Corporate Governance principles.