Committees of the Board
Board of Directors appoints annually two committees, an Audit Committee and a People, Nomination and Compensation Committee. In addition, the Board may nominate additional committees in case it so deems necessary.
The Board is responsible for the performance of any duties assigned to the committees. The committees do not have any independent decision-making power. Chairman of each committee informs the Board of Directors on the work of the committee. The minutes of committee meetings are distributed to Board of Directors for information purposes.
The Board of Directors appoints annually the Audit Committee to supervise the efficiency of the Company’s accounting and financial reporting system as well as to monitor the Company’s audit functions. The committee assists the Board of Directors with the supervision of the Company´s financial reporting, statutory audit, corporate governance, internal control, internal audit and risk management.
The Audit Committee consists of three to five Board members. The members are nominated annually. The members of the Audit Committee shall be independent of the Company and at least one member shall be independent of significant shareholders. The members shall have the qualifications necessary to perform the responsibilities of the Audit Committee, and at least one member shall have expertise specifically in accounting, bookkeeping or auditing.
Specifically, the duties stated in the charter of the Audit Committee are:
- Monitoring the company´s financial position;
- Monitoring the process of financial reporting;
- Evaluating and developing the sufficiency, efficiency and appropriateness of internal control and risk management systems;
- Evaluating compliance with laws and regulations;
- Preparing the proposal for resolution on the election of the auditor and to evaluate the independence of the statutory auditor;
- Communicating with the auditor and to reviewing the reports that the auditor prepares for the Audit Committee;
- Evaluating advisory services provided by the auditor;
- Monitoring the statutory audit of the financial statements and consolidated financial statements; and
- Monitoring the description of the main features of the internal control and risk management systems pertaining to the financial reporting process.
Audit Committee in 2016
In 2016, the Committee members were Tuija Soanjärvi (Chairman), Jukka Ruuska and Lars Wahlström. The Committee convened 4 times in 2016 and the attendance level was 83 %. All of the Committee members were independent of both the Company and its major shareholders.
People, Nomination and Compensation Committee
The Board of Directors appoints annually the People, Nomination and Compensation Committee which is responsible for reviewing the remuneration matters and management appointment matters. The committee also reviews and recommends relevant strategies and procedures in relation to the employment, leadership and remuneration practices of the Company to the Board for approval.
In according to the charter of the Committee, the duties include:
Nomination and Compensation:
- Preparation of matters pertaining to the appointment of the CEO and the other executives as well as the identification of their possible successors
- Preparation of matters pertaining to the remuneration and other financial benefits of the CEO and other executives
- Preparation of matters pertaining to the remuneration schemes of the Company
- Evaluation of the remuneration of the CEO and the other executives as well as seeing to it that the remuneration schemes are appropriate
- Answering questions related to the remuneration statement at the General Meeting
People, Careers and Culture:
- Review the development of key strategies aimed at developing the organisation’s culture, people development, career growth and talent management practices
- Review the employee value proposition of the company to ensure the organisation attracts and retains appropriate people for specific roles at particular times
- Ensure the organisation has appropriate employee wellbeing strategies
- Review other strategic initiatives associated with people, careers and culture.
The People, Nomination and Compensation Committee in 2016
In 2016, the Committee members were Magdalena Persson (Chairman), Aaro Cantell and Olof Sand. The Committee convened 3 times in 2016 and attendance percentage was 78%.