Committees

Audit committee

The audit committee is appointed by the Board of Directors and it assists the Board. The Board has specified the duties of the audit committee in its working order in accordance with recommendation 16 of the Corporate Governance Code, in addition to which the audit committee should also assess the audit plans of the auditor and internal auditor, review the auditor's and the internal audit reports, supervise compliance with legislation (incl. requirements set in the EU's Audit Regulation) and with the governance principles set by the Board as well as the financial reporting process and prepare the process for the selection of the auditor.

Members of the audit committee are Esko Torsti (Chairman), Juhani Järvi and Sanna Syri. All the members of the audit committee are independent from the company, Juhani Järvi is also independet from significant shareholders.

The committee convened five times in 2016. The attendance of the members of the committee in the meetings is described in the Gorporate Governance Statement.

The President & CEO, the CFO and general counsel participated in the committee meetings.

Remuneration committee

The remuneration committee is appointed by the Board of Directors and it assists the Board. The Board has specified the duties of the remuneration committee in its working order in accordance with recommendation 17 of the Corporate Governance Code. Accordingly, the remuneration committee, among other things, prepares for the Board of Directors the principles of the remuneration system applied to the executive management and other personnel. The committee also prepares for the Board, on the basis of accepted principles, a proposal concerning the remuneration to be paid to the President & CEO and other members of the executive management group. The committee furthermore prepares matters concerning the election of the President & CEO and members of the executive management group and successor planning.

The members of the remuneration committee are Juhani Järvi (Chair), Anu Hämäläinen and Juha Majanen. All the members of the remuneration committee are independent from the company and its significant shareholders.

During 2016, the remuneration committee convened four times. The attendance of the members of the committee in the meetings is described in the Corporate Governance Statement.

The President & CEO and the HR Director participated in the committee meetings.

A more detailed description of the committees is in the corporate governance
statement (link on the right under the heading "Attachments".

 

Updated 20.12.2017