The Committees assist the Board by preparing matters falling within the competence of the Board. The Board remains responsible for the duties assigned to a Committee. The Committees have no autonomous decision-making power, and thus the Board makes the decisions within its competence collectively. The Board has confirmed written charters for the Committees that lay down their key duties and operating principles. The Committees regularly report on their work to the Board. The reports include a summary of the matters addressed and measures taken by the Committee.
In the constitutive meeting of the Board held after the Annual General Meeting 2022, the Board decided to continue with the following three Board Committees: an Audit Committee, a Human Resources and Compensation Committee, and a Nomination Committee. The Board of Directors elected among the board members the members and the Chairs of the Committees, except for the Nomination Committee, for which one external Committee member, Alexander Ehrnrooth, was elected. Thereby the Company has departed from the Recommendation 15 of the Finnish Corporate Governance Code, which provides that committee members and chair shall be appointed from among the board members. While majority of the Nomination Committee members consist of the board members, the external member was viewed to bring further insight on the Committee work in terms of expectation and views by the Company’s significant shareholders and also in terms of the Company after serving as a Board member of the Company for more than ten years.
The Company’s General Meeting did not establish any committees. To handle specific tasks, the Board of Directors can also set up a temporary working group consisting of Board members and reporting to the Board of Directors. In 2022 the Board did not set up any such temporary working groups.
The Audit Committee deals with the preparation of matters pertaining to financial reporting and control.
The Audit Committee is responsible for the following activities:
- Monitoring and reviewing the financial reporting and forecasting process;
- Monitoring and assessing the financial reporting system;
- Monitoring and reviewing the efficiency of the Company’s internal controls, internal auditing, and risk management e.g. regarding the business continuity and cyber security;
- Monitoring the statutory auditing of the Company’s financial statements and consolidated financial statements;
- Monitoring the due rotation of the Auditors and related tender process and preparing the proposal concerning the election of the Company’s Auditors;
- Monitoring the services offered by the Auditors and evaluating the independence of an
- Auditor, and, in particular, approving the acquisition of other than auditing services by the Auditors;
- Reviewing the description of the main features of the internal controls and risk management associated with the financial reporting process, which is included in the in the Company’s Corporate Governance Statement;
- Reviewing and monitoring the processes to ensure regulatory compliance, the main legal actions and claims and compliance investigations that the Company is involved in;
- Reviewing and approving the annual audit plan, budget and resources of the Company’s internal audit function and handling essential audit findings;
- Establishing the principles concerning the monitoring and assessment of related party transactions;
- Monitoring and assessing how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm’s-length terms; and
- Reviewing the Company’s Corporate Governance Statement
- Reviewing the Company’s non-financial report and ESG related disclosures.
On top of the above annual clock items also regular items to be reviewed on need basis:
- Financing, group contributions, loans, working capital etc. related issues;
- Program updates;
- Audit fees;
- Tax topics;
- Internal re-structuring
The members of the Audit Committee as of March 15, 2023 include:
- Jyri Luomakoski (Chair)
- Albert Ehrnrooth
- Louise Fromond
- Ritva Sotamaa
All the members of the Audit Committee are independent of the Company and the majority of them are also independent of the Company’s significant shareholders.
Human Resources and Compensation Committee
The Human Resources and Compensation Committee deals with matters pertaining to the
appointment and compensation of the President and CEO and other management of the company as well as the compensation systems of the personnel.
The Human Resources and Compensation Committee is responsible the following activities:
- Preparing matters related to the appointment and compensation and other financial
benefits of the President and CEO and other Group executives, as well as
maintaining and preparing successor planning in respect of the President and CEO
and Group executives;
- Preparing matters related to the Company’s compensation system;
- Evaluating the remuneration of the President and CEO and the other executives as
well as ensuring that the compensation systems are appropriate;
- Presenting the remuneration policy and report and answering related questions in
the General Meeting;
- Dealing with matters related to Executive talent pipeline and development;
- Corporate Culture alignment with the strategy;
- Monitoring of compliance with laws and regulations falling within the scope of the
Human Resources and Compensation Committee and making necessary proposals
related to required changes in the Company’s practices and systems; and
- Other People and Human Resources related topics.
The following Board members belonged to the Human Resources and Compensation Committee as of March 15, 2023:
- Paul Ehrnrooth (Chair)
- Jyri Luomakoski
- Carl-Martin Lindahl
- Volker Lixfeld
All the members of the Human Resources and Compensation Committee are independent of the Company and the majority of them are also independent of the Company’s significant shareholders.
The Nomination Committee shall deal with the preparation of matters pertaining to the nomination and remuneration of the members of the Board of Directors.
The Nomination Committee is responsible for the following activities:
- Preparing proposals related to the composition of the Board of Directors to be presented to the General Meeting (and included in the notice of the General Meeting) after consulting major shareholders;
- Evaluation of the independence and diversity of new candidates and the diversity of the Board of Directors;
- Presenting the proposal relating to the composition of the Board of Directors in the General Meeting;
- Preparing proposals to the General Meeting on the remuneration of members of the Board of Directors;
- Preparing proposals to the Board of Directors regarding the composition of the committees of the Board of Directors;
- Reviewing Board remuneration related sections in the remuneration policy and answering related question in the General meeting; and
- Maintaining and preparing successor planning in respect of the Board of Directors; and
- Confirming the criteria and processes to be used for evaluating the work of the Board of Directors.
- The Nomination Committee shall have the right to retain such external resources as it deems appropriate to assist it with its duties and invite both representatives of the Company and external experts to its meetings, when necessary.
The following Board members belonged to the Nomination Committee as of March 15, 2023:
- Paul Ehrnrooth (Chair)
- Louise Fromond
- Alexander Ehrnrooth (as an external member)
All the members of the Nomination Committee are independent of the Company.