The Board of Directors appoints annually an Audit Committee and a People Committee. It may also nominate other committees, if considered necessary in its constitutive meeting following the Annual General Meeting. The Board appoints the members of these committees and their chairs, taking into consideration the expertise and experience required for the duties of the committee. The Board also has the right to remove a member from a committee. The members of each committee are appointed for the same term of office as the Board itself. In addition to the committee members, other Board members may participate in committee meetings, if they so wish. The purpose of the Board’s committees is to prepare matters to be put before the Board for its decision. The committees have no decision-making authority of their own.
The Board of Directors appoints an Audit Committee to assist it in performing its supervisory duties. The Board appoints from among its members at least three members to the Committee. These members shall have the qualifications necessary to perform the responsibilities of the Audit Committee. The majority of the members of the Audit Committee shall be independent of the company, and at least one member shall be independent of the company’s significant shareholders.
The Board defines the duties of the Audit Committee in the charter confirmed for the Committee. The Audit Committee monitors the financial statement reporting process, as well as the efficiency of the internal control, internal audit, and risk management systems. Furthermore, the Committee reviews the description of the main features of the internal control and risk management systems pertaining to the financial reporting process, monitors the statutory audit of financial statements and consolidated financial statements, evaluates the independence of the statutory audit firm, and prepares the proposal for resolution on the election of the auditor. Other duties of the Audit Committee include reviewing the accounting principles of the company and approving any amendments to them, reviewing the interim and financial statements of the company and the reports prepared by the auditor for the Audit Committee, as well as evaluating the processes aimed at ensuring compliance with laws and regulations and monitoring the company’s credit position and taxation.
The Audit Committee also reviews the company’s Corporate Governance Statements and reviews and resolves any special issues raised by the Board of Directors that fall within the competence of the Audit Committee.
The Chair of the Audit Committee convenes the Committee as required. The Chair reports to the Board of Directors on the Committee’s meetings and proposals.
Audit Committee in 2022
Chair Tiina Tuomela, members Karen Bomba and Risto Murto. All members are independent of the company and significant shareholders. The Audit Committee met five times in 2022 with an attendance rate of 100%.
The Board appoints a People Committee to assist it in its work. The Board appoints at least three of its members to sit in the Committee. The majority of the members of the Committee shall be independent of the company.
The Board defines the duties of the People Committee in the charter confirmed for the Committee. The People Committee prepares for the Board of Directors, as necessary, matters concerning the appointment of the President & CEO, the CEO’s deputy, if any, and other members of the Board of Management. The Committee prepares for the Board of Directors proposals concerning the remuneration principles, incentive schemes, and remuneration that apply to the President & CEO and the members of the Board of Management. Furthermore, the People Committee reviews the organisation’s development needs and corporate culture alignment with strategy, monitors talent management processes and strategies, as well as reviews leadership development strategies and succession plans. External consultants used by the Committee are independent of the company and management.
The Chair of the People Committee convenes the Committee as required. The Chair reports to the Board of Directors on the Committee’s meetings and proposals.
Chair Tom Johnstone, members Karin Falk and Johan Forssell. All members are independent of the company, and one is independent of significant shareholders. The People Committee met four times in 2022 with an attendance rate of 100%.
Board member committee meeting participation in 2022
|Audit Committee||People Committee|
|Maarit Aarni-Sirviö (until 3 March 2022)||1/1||1/1|
|Morten H. Engelstoft (as of 3 March 2022)||-/-||-/-|
*Remuneration Committee was renamed People Committee in December 2020