Board committees and workgroups
The Remuneration Committee
The Board has established a Remuneration Committee to enhance the preparation of remuneration and nomination matters pertaining to the Board.
The duties of the Remuneration Committee include the preparation of matters concerning: (1) remuneration and other financial benefits of the CEO and deputy managing director (if any), (2) the appointment of the CEO, deputy managing director (if any) and other company executives, as well as the assessment of successor issues, (3) the incentive and remuneration schemes of management, key employees and staff, as well as (4) significant organisational changes. From April 2017 the members are Matti Perkonoja (Chairman), Erkki Haavisto ja Ann-Christine Sundell.
The Remuneration Committee is convened by the Chairman as often as needed and it may use the company’s own experts as well as outside experts to the extent it considers necessary. The Committee’s secretary is either the secretary of the Board or the Group’s Vice President, Human Resources. In 2016, the Remuneration Committee convened once, with all the members present at the meeting.
The Board of Directors has appointed an Audit Committee in order to enhance the preparation of matters related to financial reporting and control under the Board’s responsibility.
The responsibilities of the Audit Committee include:
- monitoring the process of financial statements reporting;
- overseeing the acquisition processes;
- monitoring the company’s internal control and audit as well as the effectiveness of risk management systems;
- reviewing the description of the main features of the internal control and risk management systems included in the Corporate Governance Statement;
- monitoring the statutory audit of the financial statements and the consolidated financial statements;
- evaluating the independence of the statutory auditor or audit firm and, in particular, the non-audit services provided to the Company;
- preparing a proposal for a decision on the election of the auditor; and
- handling other issues addressed to the Committee by the Board of Directors
The members of the Audit Committee are Ilkka Mäkelä (Chairman), Leena Niemistö and Michael Ramm-Schmidt.
The Committee is convened by the Chairman as often as needed and it may use the company’s own experts as well as outside experts to the extent it considers necessary. The secretary of the Board of Directors or the Group's CFO acts as a secretary to the Committee. The Committee was set up for the first time in 2017. Before, the entire Board performed the duties of the Audit Committee.