In order to make the Board’s work more efficient, the Board has established an Audit Committee from its existing members, which prepare matters that fall within the scope of the Board’s duties and decision-making authority. The Board of Directors elects the chairman and members of the committee at its first organizational meeting. The committee has a minimum of three members.
According to the Finnish Corporate Governance Code 2015 the members of the Audit Committee must be independent of the company and at least one member must be independent of major shareholders. It is the view of the Board of Directors that all the Board members are independent of the Company but that they are not independent of the Company’s major shareholder, which reflects the fact that Kildare Nordic Acquisitions S.à r.l. holds more than nine-tenths of all the shares in the Company as well as the ongoing process for Kildare Nordic Acquisitions S.à r.l. to acquire all of the issued and outstanding shares of the Company.
The members of the Audit Committee since November 7, 2018 are:
- Sebastian Woitas, Chairman
- Louis Paletta, member
- Paul Patel, member
The members of the Audit Committee from March 20, 2018 to November 6, 2018 were:
- Christine Rankin, Chairman
- Hannu Leinonen, member
- Helene Liljedahl, member
- Pekka Ojanpää, member
The Audit Committee supports the Board in matters pertaining to financial reporting, internal control and risk management. 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.
Remuneration and HR Committee
The Board of Directors resolved to disband the Remuneration and HR Committee on November 7, 2018.
The members of the Remuneration and HR Committee from March 20, 2018 to November 6, 2018 were:
- Juha Laaksonen, Chairman
- Kaj-Gustaf Bergh, member
- Reima Rytsölä, member
Last updated 8.11.2018