Board of Directors
The Annual General Meeting elects three to six Board members for a term of one year at a time. Board members consist of representatives of major shareholders and external, independent experts with broad experience in business and the industry in which QPR operates. The AGM confirms annually in advance the emoluments payable to the members of the Board of Directors. The Board elects a Chairman from among its members.
Major shareholders prepare annually a proposal to the Annual General Meeting for the composition of the Company’s Board of Directors as well as well for the annual emoluments of the Board members and auditors. The Chairman of the Board is responsible for contacting major shareholders and inviting at least three largest shareholders annually to prepare the proposals.
QPR's Board of Directors is responsible for the company's strategic policies and the appropriate organization of business operations and administration. The Board of Directors acts in the company's interests in all situations. The Board has a predetermined agenda. The Board of Directors always handles and decides on matters that are financially, commercially or fundamentally significant for the company's operations. At each Board meeting, the Board shall consider a progress report provided by the CEO. In line with the standard agenda, the Board also monitors sales performance and market development at all Board meetings. QPR's CEO attends Board meetings and presents items on the agenda to the Board. The Company's CFO acts as the Board's recording secretary.
QPR's Board of Directors shall, in accordance with its agenda:
- confirm the company's long-term goals and strategies;
- make decisions on Group structure and organisation;
- handle and adopt interim reports, consolidated financial statements and the annual report;
- confirm the Group's operating plan, budget and investment plan:
- make decisions on strategically or financially important individual investments, company acquisitions, disposals or other arrangements, and contingent liabilities;
- decide on strategically significant product development projects;
- confirm the Group's risk management and reporting practice;
- make decisions on reward and incentive schemes for Group management;
- establish a dividend policy and be responsible for the development of shareholder value;
- appoint the company's Managing Director and determine his remuneration; and
- be responsible of other duties determined for the Board of Directors in the Companies Act or otherwise.
The work of the Board of Directors is organized as effectively as possible to support the proper functioning of the company's administrative and control systems. So far the Board of Directors as a whole has familiarized itself in advance and been involved in the preparation of many matters for which separate committees are set up in large companies. This is because the scope of the company's activities has not yet required the establishment of separate committees - instead the entire Board has been involved in the preparation of all matters within its authority and belonging to its duties.
The Board of Directors regularly assesses its operations and working procedures by carrying out a self-assessment once a year. Information about the number of meetings and attendance at the meetings of QPR's Board of Directors is available in most recent annual report.
QPR Software Plc’s Annual General Meeting decides on the annual emolument of the Board of Directors. Up to date information is available in QPR Software´s Remuneration Statement and in resolutions made by the Annual General Meeting.
No retirement age is set or any exceptional pension arrangements is provided for the Board members.