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 constitutive meeting on 5 April 2018 are presented in the table below. 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.
Committee members in 2018
|Audit Committee||Remuneration Committee||Nomination and Governance Committee|
|Piia-Noora Kauppi (Ch.)||Veli-Matti Reinikkala (Ch.)||Björn Wahlroos (Ch.)|
|Marjan Oudeman||Henrik Ehrnrooth||Berndt Brunow|
|Kim Wahl||Suzanne Thoma||Ari Puheloinen|
The table below contains information on the committee members, number of committee meetings and committee members’ attendance in the meetings in 2018.
Committee members and their attendance in the committee meetings in 2018
|Committee||Members||Attendance / No. of meetings||Attendance-%|
|Audit Committee ||Piia-Noora Kauppi (Ch.)||6/6||100|
|Marjan Oudeman (member from 5 April)||4/5||80|
|Remuneration Committee||Veli-Matti Reinikkala (Ch.)||4/4||100|
|Nomination and Governance Committee||Björn Wahlroos (Ch.)||4/4||100|
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. The charters were amended in 2016.
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. Furthermore, minutes of committee meetings are kept and submitted to the Board members for their information. Committee meeting materials are available to all Board members before and after the meetings.
The committees review and reassess the adequacy of their charters periodically and propose any changes they consider necessary to the Board for approval.
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. The Committee Chairmen report on the results of these evaluations to the Chairman of the Nomination and Governance Committee.
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.