The Board of Directors has two Committees: the Audit Committee and the Personnel Committee.
The Board of Directors elects the members and Chairmen of the Committees from among its members at its constitutional meeting following the Annual General Meeting. All Committees have written standing orders ratified by the Board of Directors.
Audit Committee as of March 16, 2017
Chairman: Erkki Järvinen
Members: Juhani Pitkäkoski, Tiina Tuomela
The Audit Committee assists the Board of Directors in the supervision of the Group's reporting and accounting processes. Its tasks include overseeing the financial reporting process of the company, the effectiveness of internal control, internal audit and risk management systems, as well as monitoring and assessing the audit. The Committee participates in the reparation of the Group's financing policy, financing plan and financing arrangements. The Committee reviews the company's financial statements and interim reports and monitors auditing. It evaluates compliance with laws and regulations and follows the Group's financial position.
The Committee convenes five times per year and more often if necessary. It comprises three members, the majority of whom must be independent of the company, and at least one of the members must be independent of major shareholders. Persons who have extensive knowledge of the Group’s business operations and business segments and sufficient knowledge of accounting and accounting principles are elected as members. The Corporate General Counsel acts as the secretary of the Audit Committee.
Personnel Committee as of March 16, 2017
Chairman: Matti Vuoria
Members: Satu Huber, Inka Mero
The task of the Personnel Committee is to assist the Board in matters related to appointing and rewarding key personnel. Among other things, the Personnel Committee prepares proposals for the development of the Group's corporate culture and HR policy, remuneration and incentive schemes, the rules for performance-based bonuses and the proposals for performance-based bonuses paid to the management. In addition, identifying talents, the development of key personnel and planning for management successors fall under the preparation responsibility of the Committee.
The Committee convenes as necessary and as summoned by the Chairman. It has a minimum of 3 and a maximum of 5 members who all have knowledge of Group's business operations and business segments as well as HR and reward-related matters. The majority of the members of the Personnel Committee must be independent of the company. The President and CEO and other members of the company’s executive management cannot be members of the Personnel Committee. The Senior Vice President, Human Resources, serves as the Committee’s secretary.