The Board delegates some of its functions to the Audit Committee and to the People and Remuneration Committee. The Board appoints the Committee members and their Chairs from among the members of the Board. The minimum number of members is three in both Committees. Each Committee meets regularly under their respective charters. The Committees report on their work regularly to the Board but they do not have decision-making powers independent from the Board, except where expressly authorised by the Board.
Audit Committee
The Audit Committee assists the Board in matters relating to financial reporting and control in accordance with the duties specified for audit committees in law and in the Finnish Corporate Governance Code. The Audit Committee monitors and evaluates the company’s reporting process of financial statements and the efficiency of the internal control and risk management systems as well as the internal audit. The committee monitors the statutory audit and evaluates the independence of the auditor. In addition, the Audit Committee monitors the efficiency of the company’s compliance systems. Pursuant to the Finnish Corporate Governance Code, the members of the Audit Committee shall have the qualifications necessary to perform the responsibilities of the committee, and at least one of the members shall have expertise specifically in accounting or auditing.
Main duties of the Audit Committee:
- monitor the financial position of the company
- monitor and assess the financial reporting process
- monitor and assess the efficiency of the company’s internal control and risk management systems as well as internal audit
- monitor the statutory audit of the financial statements
- monitor and assess the independence of the statutory auditor, and particularly the provision by auditor of non-audit services to the company
- prepare the Board’s proposal for resolution on the election of the auditor and its remuneration
- review the auditor’s and internal
auditor’s plans and reports
- monitor and assess agreements and transactions between the company and its related parties with respect to compliance with the governance and disclosure requirements of the same
- review the company’s corporate governance statement
- prepare the Board’s decisions on the company’s risk management policies
- monitor the processes and risks relating to cyber security
- prepare the Board’s decisions on significant changes in the accounting principles or in the valuations of the group’s assets
- assess the efficiency of the company’s compliance systems
- maintain contact with the auditor.
In addition to the Committee members, the CEO, the CFO, the auditor, and the General Counsel as secretary to the committee attend the committee meetings. Other executives attend the meetings as invited by the committee.
The Audit Committee's activities are described in its written charter (pdf), as well as annually in the company's Corporate Governance Statements.
Members of the Audit Committee
The Chair of the Audit Committee of the Board is Jukka Erlund and the other members are Montie Brewer, Henrik Kjellberg, Jussi Siitonen and Sanna Suvanto-Harsaae.
People and Remuneration Committee
The People and Remuneration Committee assists the Board in matters pertaining to the compensation and benefits of the CEO and other senior management, their performance evaluation, appointment and successor planning. The Committee assists the Board also in establishing and evaluating the company’s compensation structures and other personnel policies. Pursuant to the Board’s authorisation, the committee reviews and confirms the achievement of targets for short-term incentives and approves the payment of the incentives to the CEO and other senior management.
Main duties of the People and Remuneration Committee:
The Committee prepares the following matters for the Board:
- the key principles of the company’s compensation policies and practices
- compensation, pension, benefits and other material terms of the contract of the CEO and the Executive Board members
- CEO’s and the Executive Board members’ incentive and retention plans
- CEO’s and the Executive Board members’ performance reviews
- nominations of the CEO and the Executive Board members
- composition and responsibilities of the Executive Board
- CEO’s and the Executive Board members’ succession planning and leadership development
- assessment of the people strategy and key development initiatives
- equity-based incentive plans
- the remuneration policy for the company’s governing bodies
- annual remuneration reporting based on the recommendations of the Finnish Corporate Governance Code for listed companies.
The CEO, the SVP People and Culture, and the General Counsel as secretary to the committee attend the committee meetings.
The People and Remuneration Committee's activities are described in its written charter (pdf), as well as annually in the company's Corporate Governance Statements.
Members of the People and Remuneration Committee
The Chair of the People and Remuneration Committee of the Board is Hannele Jakosuo-Jansson and other members are Tiina Alahuhta-Kasko, Simon Large and Sanna Suvanto-Harsaae.