Board committees provide assistance to the Board of Directors, preparing matters for which the Board is responsible. The Board of Directors appoints an Audit Committee and a Nomination and Compensation Committee from among its members. Every year after the Annual General Meeting, the Board of Directors appoints each committee’s Chairperson and members. The Board of Directors and its committees can also seek assistance from external advisors.
Final decisions concerning matters related to the tasks of the committees are made by the Board of Directors on the basis of committee proposals, excluding proposals made directly to the General Meeting by the Nomination and Compensation Committee.
The Audit Committee is responsible for assisting the Board of Directors in ensuring that the company’s financial reporting, calculation methods, annual financial statements and other financial information made public by the company are correct, balanced, transparent and clear. On a regular basis, the Audit Committee reviews the internal control and management systems and monitors the progress of financial risk reporting and the auditing of the accounts. The Audit Committee assesses the efficiency and scope of internal auditing, the Company’s risk management, key risk areas and compliance with applicable laws and regulations. The committee gives a recommendation to the Board concerning the appointment of auditors to the Company. The Audit Committee also processes the annual plan for internal auditing and the reports prepared on significant audits.
The Audit Committee consists of four Board members who are independent of the Company and its significant shareholders. Since the Annual General Meeting of 2020, Kai Korhonen has been Chairperson of the Audit Committee with Hannu Anttila, Kirsi Komi and Jukka Moisio as members. Komi, Korhonen and Moisio are independent of the Company and its significant shareholders while Anttila is independent only of the Company.
The committee members must have adequate expertise in accounting and financial statement policies. The Audit Committee convenes on a regular basis, at least four times a year, including meeting with the Company's auditor. The committee Chairperson provides the Board with a report on each meeting of the Audit Committee. The tasks and responsibility areas have been specified in the committee’s working order which the Board has approved.
When necessary, the following persons are also represented in the Audit Committee meetings as summoned by the Committee: the auditor, Chief Executive Officer and Chief Financial Officer as well as other management representatives and external advisors.
The Audit Committee convened four times during 2019 and the attendance rate of the members was 100 per cent (94 per cent in 2018 and 100 per cent in 2017).
Nomination and Compensation Committee
The task of the Nomination and Compensation Committee is to assist the Board of Directors in matters related to the appointment and compensation of the Company's CEO, a possible Deputy CEO and the senior management and prepare matters related to the reward schemes for management and employees. In addition, the committee prepares for the Annual General Meeting a proposal on the number of Board members, Board composition and Board member compensation. The committee also recommends, prepares and proposes to the Board the CEO’s (and a Deputy CEO’s) nomination, salary and compensation, and further evaluates and provides the Board and the CEO with recommendations concerning management rewards and compensation systems.
The committee consists of five Board members. It convenes on a regular basis at least four times a year. The committee Chairperson presents the proposals issued by the committee to the Board. The tasks and responsibilities of the Nomination and Compensation Committee have been specified in the committee’s working order which the Board approves.
Since the Annual General Meeting of 2020, Ilkka Hämälä has been Chairperson of the Nomination and Compensastion Committee with Liisa Leino, Jussi Linnaranta, Timo Saukkonen and Veli Sundbäck as members.
The Nomination and Compensation Committee convened three times during 2019 and all members participated in all meetings (the attendance rate was 100 per cent also in 2018 and 2017).