The Board annually appoints an Audit Committee and may also appoint other permanent committees if considered necessary at its constitutive meeting following the General Meeting. In addition to the Audit Committee, the Company’s Board appoints a Human Resources Committee. The duties and working procedures of the committees shall be defined by the Board in the charters confirmed for the committees. The committees regularly report on their work to the Board. In addition to Committees, the Company has a Shareholders' Nomination Board.
The Audit Committee consists of 3 – 4 members, all of which shall be Board members who are independent of the Company and shall have the qualifications necessary to perform the responsibilities of the committee. At least one member shall be independent of the significant shareholders and at least one member shall have expertise specifically in accounting, bookkeeping or auditing. The expertise may be based on, e.g. experience in corporate management.
According to its Charter, the Audit Committee assists the Board in fulfilling its supervisory responsibilities. The Audit Committee also makes recommendations to the Board e.g. in matters related to profit warnings, the detailed content of interim reports, the internal audit and internal audit plans as well as certain company policies. In addition, the Audit Committee makes recommendations for the election and removal of the external auditors and for their compensation, and the external auditors’ audit plan based on the auditors’ proposal. Contrary to previous practice in the company, the Audit Committee has only preparatory role, i.e. no decision-making power on the behalf of the Board of Directors.
Among its other duties, the Audit Committee reviews and monitors the financial reporting process, the effectiveness of the system of internal control and risk management, the audit process, and the Company’s process for monitoring compliance with laws and regulations and its own code of business conduct. The committee ensures that the Board is aware of matters which may significantly impact the financial conditions or affairs of the business. In performing its duties, the committee will maintain effective working relationships with the Board, management, and the internal and external auditors.
In 2015, the committee convened five times (one meeting before March 26, 2015) and the average attendance frequency was 100.0 %.
As from April 5, 2016, the members of the Audit Committee were Harri-Pekka Kautonen (Chairman), Alexander Ehrnrooth and Johannes Gullichsen. All of them are independent of the Company and its significant shareholders, except for:
- Alexander Ehrnrooth, who is not independent of the Company’s significant shareholder Vimpu Intressenter Ab, where he is the President & CEO and member of the Board.
All of the members of the Audit Committee have expertise in accounting, bookkeeping or auditing.
Human Resources Committee
According to its Charter, the Human Resources Committee assists the Board to ensure that all human capital related topics, such as ethics and values, resourcing strategy, competence and performance management as well as compensation arrangements, support the strategic aims of the business and enable the recruitment, development, motivation and retention of key personnel while complying with regulatory and governance requirements, and satisfying the expectations of shareholders. The Committee further provides guidance in human capital related corporate responsibility matters.
The Committee also ensures that compensation arrangements focus on achieving long-term business objectives and growth in shareholder value. In satisfying this requirement, the Committee shall prepare, review and in specific cases approve incentive arrangements.
The Human Resources Committee assists the Board in the efficient preparation and handling of the matters pertaining to the appointment and dismissal of the CEO and other executives and their remuneration. It reviews the compensation and benefits of the CEO and makes recommendations to the Board in relation thereto. In addition, the committee prepares for the Board’s decision on the appointments and dismissals of members of the Executive Management Team (other than the CEO) upon the proposal of the CEO. The committee has only preparatory role, i.e. no decision-making power on the behalf of the Board of Directors.
In 2015, the committee convened six times (two meetings before March 26, 2015). The average attendance frequency was 100.0 %.
As from April 5, 2016, the members of the Human Resources Committee were Hans Sohlström (Chairman), Jan Inborr, Jan Johansson and Riitta Viitala. All of them are independent of the Company and its significant shareholders, except for:
- Hans Sohlström, who was not independent of the Company’s significant indirect shareholder Ahlström Capital Oy, where he is the President and CEO.