Board committees

The committees assist the Board of Directors by preparing matters to be decided by the Board. In addition, the committees assist the Board in its oversight and monitoring responsibilities. The Board is responsible for the performance of any duties assigned to the committees. The committees do not have any independent decision-making power. Instead, the Board makes decisions based on the preparation and resolution proposals by the committees.

 

To enhance the preparation of matters for the Board’s decision-making, the Board has established three committees composed of its members: the Audit Committee, the Remuneration Committee and the Nomination and Governance Committee. The Board appoints the members of the committees and their Chairmen annually. The President and CEO, who is also a member of the Board, may not be appointed as a member of these committees. A committee always has at least three members.

The directors appointed to the Board committees in the Board’s organisational meeting on 7 April 2016 are presented in the table below.

Board committees

CommitteeMembers
​Audit Committee​​ ​ ​​Piia-Noora Kauppi (Chairman)
​Wendy E. Lane​
Kim Wahl​​
​Remuneration Committee​ ​ ​​Veli-Matti Reinikkala (Chairman)
Henrik Ehrnrooth​​
Suzanne Thoma​​
Nomination and Governance Committee​​ ​Björn Wahlroos (Chairman)​
​Berndt Brunow​
​Ari Puheloinen​


All committee members are independent both of the company and its significant shareholders so the committees fulfill their respective independence criteria as set out in the Finnish Corporate Governance Code. In the election of the committee members, the respective qualification requirements have also been taken into account.

The table below contains information on the number of committee meetings and committee members’ attendance in the meetings in 2015. 

Attendance in committee meetings in 2015

Committee​Members​Attendance / No. of meetings​​Attendance-%
Audit Committee ​ ​ ​Piia-Noora Kauppi​6/6100​
​Wendy E. Lane6/6​100
​​Kim Wahl​6/6​100
Remuneration Committee ​ ​ ​Veli-Matti Reinikkala (Chairman from 9 April)​3/3100​
​Berndt Brunow (Chairman and member until 9 April)​1/1100​
​Matti Alahuhta (retired 9 April)​1/1100​
​Henrik Ehrnrooth (from 9 April)2/2100​
​Suzanne Thoma (from 9 April)0/2​​0
​Nomination and Governance Committee ​ ​ ​​Björn Wahlroos (Chairman)​4/4100​
​Matti Alahuhta (retired 9 April)​1/1100​
​Berndt Brunow (from 9 April)​3/3100​
​Ari Puheloinen ​4/4100​

Committee charters

The written committee charters approved by the Board of Directors set forth the purposes, composition, operations and duties of each committee as well as qualifications for committee memberships.

​Committee work

The committees hold their meetings prior to certain Board meetings in order to prepare matters for the Board’s decision-making. In the Board meeting following the committee meetings, the Committee Chairmen report to the Board on matters discussed and actions taken by the committees. In addition, minutes are kept for the committee meetings and submitted to the Board members for their information.

The committees review and reassess the adequacy of their charters periodically and propose any changes they consider necessary to the Board for approval.

In their last meeting each year, the committees conduct self-evaluation and evaluate the performance of their duties and responsibilities, working methods, committee composition and the effectiveness of committee meetings.

In addition to these duties and working methods common to all committees, each committee is responsible for carrying out the duties assigned to it in its charter. Please find more information on the committee duties and responsibilities under the respective committee below.