Purpose and objective
The purpose and objective of these Rules of Procedure is to ensure that the work of the VR Board is in accordance with generally accepted governance practices.
The VR Board must work as a cohesive whole and as such is responsible in its work towards members, employees and other stakeholders of the union.
A board member does not have independent authority to perform, give instructions or speak publicly on behalf of the VR Board. The Board of VR can assign individual board members, employees, or their representatives in committees special authority to make decisions. However, such assignation does not limit the ultimate responsibility of the Board.
The minutes of the VR Board are available to members on the union's website.
At meetings, the Board shall discuss all decisions regarding the union's policy formulation.
At the Board’s work meetings, issues that require special attention and/or policy formulation are discussed.
Board meetings shall generally be held at the union's offices unless otherwise specifically decided by the Chairman or the Board. Board meetings may be held via teleconferencing equipment. Meetings can also be mixed, so that part of the attendees attend an on-site meeting and part attend a remote meeting. The general rule is that discussions and processing of cases take place at a legally convened meeting. In exceptional cases, it is possible to process a case by email, in which case the Chairman seeks the approval of the Vice-Chairman and the Secretary for such processing. The results of such processing must be entered in the minutes at the next formal board meeting.
The Chairman shall convene Board meetings with one week’s advance. However, if there are material grounds, it shall be permitted to convene a board meeting with shorter notice. If a formal request is received to convene a board meeting, delivered by hand or by email by four or more board members, that meeting must be held within 10 days.
The meeting schedule for the operating year is also a meeting notice, but a more detailed meeting notice for individual meetings stating the planned agenda for the meeting must be sent out 5 days before the scheduled meeting, if possible. Case documents of individual items should normally be posted on the Board's website or sent 5 days before the meeting, if possible. The notice of a board meeting is sent by email, unless the Board itself has decided otherwise. Without exception, board members must confirm their attendance or announce absences if they are foreseeable so that an alternate can be called in their place. If a board member has withdrawn 24 hours before the scheduled board meeting, an alternate must be called in their place, and the principal member's right to attend will be cancelled upon the confirmed attendance of the alternate. The first alternate is called to all board meetings and has freedom of speech and the right to make proposals, but not the right to vote if the board meeting is fully attended.
Board members must approach the Chairman, 6 days before the scheduled board meeting, with requests for matters to be included on the agenda of the board meeting.
Matters that are brought up at board meetings under the heading other matters, and that have not been presented in the meeting notice, shall normally not be processed until the next meeting of the board.
Proceedings, minutes, and supporting documents
A minutes book must be kept about what is discussed at board meetings and all resolutions and decisions of the Board must be recorded. Minutes shall be submitted in writing, but the Chairman may grant an exemption from this under special circumstances. An employee of the union shall write the minutes of board meetings.
The following must be recorded in the minutes book:
- The place and time of the meeting, meeting number, and whether the meeting is an on-site or remote meeting or both on-site and remote.
- Who attends the meeting, who is absent, indicated by name, who chairs it, and who writes the minutes. Report which attendees are on-site and which are attending remotely. Whether, and if so when, outside parties join in the meeting and when they leave.
- Agenda items, a brief description of the agenda items and documents of the meeting.
- Decisions made and votes, if any.
- Board members’ special protocols.
- Commencement and end of meeting.
- When the next Board meeting will be held.
- If a board member leaves a meeting due to disqualification.
The minutes of the meeting must, as a rule, be posted on the Board’s website, that all board members have access to, 48 hours after the meeting is concluded. Minor amendments and comments received that do not alter the nature, content, and outcome of the minutes shall be taken into account and are to be approved at the next regular board meeting. The attendance of board members shall be published on the union's website.
Minutes are submitted for confirmation at the start of the next board meeting, and the original copy of the minutes must be signed by all board members present at the meeting where the minutes are approved. If no agreement is reached on a major comment on the minutes, it must be voted on at the meeting where the minutes are discussed and approved. Only those who attended the meeting covered by the minutes shall have the right to vote.
In general, matters and related documents that are being processed and resolved by the Board shall be treated as confidential until processing is concluded with the Board's decision. In cases of particularly sensitive issues, or matters related to the great interests of individuals or companies, which should be considered to be known only to a very few people, the Chairman or instigator may decide that such cases be handled with “absolute confidentiality”, when they are submitted to a board meeting. Cases marked with “absolute confidentiality” shall not be discussed with anyone other than board members and parties to the case. If a case is marked “absolute confidentiality,” the Board members do not take the documents presented in the case at board meetings with them from the board meeting or out of the union’s premises. A qualified majority of the Board can always decide that cases marked in this way should nevertheless be subject to general proceedings. The discussion and conclusion of the Board in cases marked "absolute confidentiality" shall be written in a special confidential book or deleted from the meeting minutes published on the union's website.
Provision of information to the Board
Provision of information to the Board takes place in Board meetings. Board members have access to all documents about the union that is necessary for them to perform their management and control duties during their term. Documents in accordance with the announced agenda must be available on the Board's website or sent to board members with the meeting notification. If board member requests specific documents, e.g. about the operations and activities of the union, it must then also be delivered to other board members at a board meeting. Requests for documents must be sent to the Chairman, by email, at least 7 days before the next board meeting if the intention is to have them delivered at the next board meeting.
The rights and obligations of VR board members
- To familiarise themselves with the laws and Articles of Association of the union and the associations of which the union is a member.
- Be generally knowledgeable of the union's activities and trends in society that may affect its activities.
- To maintain confidentiality about what they may encounter in their work and should be kept secret according to law, regulations, and the nature of the matter.
- Maintain the confidentiality of the data that the Board of VR has specifically decided are confidential.
- Attend board meetings. Sit on councils and committees organised by the Board and contribute personal and professional knowledge that can be useful to the union.
- Express their opinions and views on the subjects that are up for discussion and decision within the Board at any given time.
- Present their objections and opposition to the Board's Articles of Association in a clear and concise manner when they are discussed and decided upon.
- Adhere to the approved decisions of the Board, as long as they were made in a democratic manner at a legal meeting of the Board.
- Work with union staff in committees and working groups.
- Board members are under obligation to step down during the handling and processing of a case when it concerns them or their close relatives, or non-profit organizations or associations where they sit on the Board. Board members are under obligation to provide information on events that may cause them to be disqualified and to do so immediately when such events occur. A disqualified Board member may not participate in the processing of such case in any manner and may not, therefore, have access to documentation or be present during the discussions or decision making in board meetings. In the event of any doubt, the company’s Board shall decide whether individual board members should be disqualified. A board member who is involved in a case may participate in a vote on their eligibility.
Meeting attendance for non-board members
The Chairman is authorised to invite external parties to a board meeting to present certain mattes concerning the union's activities or parties related to its activities. The attendance of such parties shall be limited to those specific cases. The Board can agree to refuse the attendance of non-board members at a board meeting.
Councils and committees
The Chairman and/or Board of VR appoints representatives to sit on councils and committees, and the appointment and/or renewed mandate generally takes effect in mid-April. Representatives of VR who are invited to participate in councils and committees as representatives of VR must apply for the right to sit on them to the Chairman of VR. The representative of VR acts in the name and on behalf of the union and must ensure that all presentation and work is in accordance with its resolutions and policy formulation of the union. The appointment of a representative must generally be accompanied by a letter of appointment that stipulates the appointment period and the representative's obligation to inform the union about their duties.
Division of labour
The Chairman of the Board is the advocate for the Board and represents the Board in the affairs of the union, unless the Board decides otherwise. The Chairman is also the official spokesperson for VR. The Chairman of the Board represents the Board with respect to the union’s employees. The Chairman has the right to sit on all councils and sub-committees of the Board. The Chairman convenes board meetings, chairs them, and ensures that all documents pertaining to the meeting are available to board members. The Chairman leads the union's Negotiation Committee in drawing up collective wage agreements.
The authorisations of the Chairman and Managing Director to commit the union in daily operations must take into account:
- Budgets approved by the Board.
- Deviations from the budgets do not disturb the agreed financial goals.
- Deviations from the budgets do not involve a major change in policy regarding individual items or budgets as a whole.
- Before the end of November each year, the Managing Director shall, in cooperation with the Chairman of the union, prepare proposals for the next financial year's budget.
The Vice-Chairman chairs meetings in the absence of the Chairman. The Vice-Chairman undertakes all the duties of the Chairman during their leave, if the Board deems it necessary. In addition, it is the role of the Vice-Chairman to assist the Chairman in the preparation of board meetings. If the Chairman resigns within the period in which he has been elected to the chairmanship, the Vice-Chairman shall take over and hold the position of Chairman, with the rights and duties attached to the position, for the remainder of the term.
The Secretary ensures that the minutes of the union's meetings are written according to the law and the rules that apply to them. That meeting minutes and other meeting documents are protected from damage and preserved in accordance with their level of confidentiality. The Secretary must be given a copy of all documents related to the meeting. The Secretary must ensure that the minutes of the meeting include all the documents related to the convening of the meeting, in addition to those that may have been submitted at the meeting itself. The Secretary also assists the Chairman and Vice-Chairman in the preparation of board meetings if necessary. The Secretary is the substitute for the Vice-Chairman.
Board members have a duty to familiarise themselves with, and make an informed decision regarding, all issues that are discussed at board meetings.
Alternates attend board meetings when absences occur. Alternates have a duty to familiarise themselves with and make an informed decision about all issues that are discussed at board meetings. An alternate takes the place of a principal member of the Board if the latter resigns.
To be able to carry out their duties conscientiously, alternates must have the same access to and be sent all relevant documents as if they were a principal member, as they have the same rights and obligations as other board members.
At the beginning of their term of office, all board members must sign an oath of loyalty to the union and duty of confidentiality. The originals of these documents must be stored at the union's premises in a safe manner. The duty of confidentiality remains after cessation of board duties.
The Managing Director attends board meetings with freedom of speech and the right to make proposals. The Managing Director assists the Chairman in the preparation of board meetings. The Managing Director decides the agenda in consultation with the Chairman, prepares meeting documents and ensures that they reach the board members.
These Rules of Procedure shall be reviewed and approved by the Board of VR, including alternates, as soon as possible after the union's Annual General Meeting, but no later than 1 July each year.
Approved at the meeting of the Board of VR no. 1230 11 May 2022