In order to make the Board’s work more efficient, the Board has established two committees formed from its existing members: the Audit Committee and the Remuneration and HR Committee, which prepare matters that fall within the scope of the Board´s duties and decision-making authority. The Board of Directors elects the chairmen and members of the committees at its first organizational meeting. The committees have a minimum of three members. The committee members must have the expertise and experience required by the duties of the committee.
The chairman of the committee reports to the Board on each meeting, and minutes of the committee meetings are sent to all Board members.
The Board of Directors has an Audit Committee that supports the Board in matters pertaining to financial reporting, internal control and risk management. The members of the Committee must be independent of the company and at least one member must be independent of major shareholders. The members of the audit committee shall have the qualifications necessary to perform the responsibilities of the audit committee, and at least one member shall have expertise specifically in accounting, book-keeping or auditing. The Committee convenes according to need, and a minimum of four times a year prior to publication of financial results.
The key duties of the Audit Committee include monitoring and supervising the company´s financial reporting and monitoring the auditing of the financial statements, monitoring the efficiency of internal control and risk management systems and reviewing the internal audit plans and reports, as well as reports on the company’s key risks and measures for mitigating the risks. The Audit Committee evaluates the independence of the auditor and audit firm and, in particular, the provision of related services to the company, as well as preparing the proposal for resolution on the election of the auditor to the shareholders’ meeting. Furthermore, the Audit Committee reviews the annual Corporate Governance Statement as well as the Corporate Social Responsibility Report or any other similar annual report.
The members of the Audit Committee from March 30, 2016 to March 23, 2017 were Juha Laaksonen as Chairman and Pekka Ojanpää and Annica Ånäs as members. During the 2016 financial period, the Audit Committee convened six times. The attendance rate was 95.8%.
Since March 23, 2017 the Audit Committee consists of Christine Rankin, Chairman and Helene Liljedahl and Pekka Ojanpää as members.
Remuneration and HR Committee
The Board of Directors has a Remuneration and HR Committee which supports the Board in the review of matters pertaining to the appointment and remuneration of the company management and development of the organization and personnel, as well as in the preparation and development of the company´s remuneration systems. A majority of the Committee members must be independent of the company. The Remuneration and HR Committee convenes according to need and at least once per year.
The key duties of the Remuneration and HR Committee include preparing matters pertaining to the appointment and remuneration of the CEO and other executives of the company and identifying their successors, as well as assessing the successor planning process pertaining to the company management and other key employees. The Committee also prepares and develops the principles pertaining to the remuneration of the personnel and the company’s remuneration schemes as well as monitoring the transparency, expediency and competitiveness of the remuneration schemes.
The members of the Remuneration and HR Committee from March 30, 2016 to March 23, 2017 were Carl-Johan Granvik as Chairman and Jorma Haapamäki and Reima Rytsölä as members. During the 2016 financial period, the Remuneration Committee convened four times. The average attendance rate was 91.7%.
Since March 23, 2017 the Remuneration and HR Committee consists of Juha Laaksonen as Chairman and Jorma Haapamäki and Reima Rytsölä as members.