Nomination and Governance Committee

Duties and responsibilities of the Nomination and Governance Committee are related to the composition and remuneration of the Board of Directors and to corporate governance. When needed, the committee also identifies individuals qualified to serve as the President and CEO. The committee’s work to perform these duties and responsibilities are described below.

Committee work

The Nomination and Governance Committee identifies individuals qualified to serve as directors and prepares a proposal to the general meeting for election or re-election of directors and for their remuneration. When needed, the committee also identifies individuals qualified to serve as the President and CEO and prepares a proposal to the Board of Directors for the appointment of the President and CEO. The committee may engage executive search firms to identify potential director and President and CEO candidates.

Evaluation of director nominees’ independence is an essential part of the director nomination
process. As a part of this evaluation, the committee reviews the directors’ professional engagements and positions of trust and the results of the company’s verification procedures concerning director independence, conflicts of interest, related party transactions and other commitments that could jeopardise a director’s independence. Based on the results of such procedures, no such transactions took place and no conflicts of interest were identified in 2016. In addition, the committee reviews on a continuous basis reports on any changes in directors’ professional engagements and positions of trust and assesses the potential effects of such changes on directors’ independence and availability for Board work, and reports to the Board on the results of such assessments.

When preparing its proposal to the AGM regarding Board remuneration, the committee considers, among other things, the development of director remuneration and the level of director remuneration in peer companies. The committee has underlined the importance of aligning the interests of directors with those of shareholders and has preferred payment of Board remuneration in the form of shares and cash. The cash portion of the remuneration is meant to cover the withholding tax.

The committee also annually reviews the composition, qualification criteria and duties of the Board committees, and makes a proposal to the Board of Directors for the election of committee members and chairmen. Further, the committee reviews regularly the adequacy of the Board and committee charters and assists the Board and the Committees in the annual evaluation survey and review of the survey results.

Committee duties 

The Nomination and Governance Committee's duties and responsibilities are defined in the committee charter and a summary of these is available on page 5 of the company's Corporate Governance Statement 2016.