The Board decided to re-establish the Audit Committee on 17 March 2015, with the same charter as earlier. The members of the Audit Committee are Timo Ihamuotila, Annika Paasikivi, Jari Rosendal and Markus Lengauer, with Timo Ihamuotila acting as the committee chair.
According to the charter of the Audit Committee, the Committee shall have the following duties:
- to monitor the reporting process of financial statements and assuring that the reporting process generates correct information, to deal with any exceptional and material items and their handling and to approve important accounting principles;
- to review and oversee the quality and integrity of the annual report and the annual financial statements as well as the interim reports;
- to monitor the financial and liquidity position of the company and prepare matters and proposals to the Board on a need-to-know basis;
- to monitor the efficiency, plans and processes of the Group's internal control, internal audit and risk management systems;
- to review the Company's corporate governance statement including the description of the main features of the internal control and risk management systems pertaining to the financial reporting process;
- to approve the annual plan and budget, to issue instructions on and to review and monitor the operations, plans and reports of the internal audit function, to receive status reports of the internal audit function in every meeting and to meet with the internal auditor at least twice a year;
- to review the external audit plan and to monitor the statutory audit of the financial statements and consolidated financial statements, to approve the budget of the external audit as well as new assignment above the limit set by the Audit Committee;
- to meet with the external auditor quarterly and to review all material reports from the auditor;
- to evaluate the independence of the statutory auditor or audit firm, particularly the provision of related services to the company to be audited;
- to prepare the proposal for a resolution on the election of the auditor;
- to monitor the Company’s compliance with legal and regulatory requirements, including the performance of its ethics and compliance programme, and
- to meet with the management of the company, particularly the CEO and the CFO, but also others responsible for internal control and risk management.
The invitation and materials of the audit committee meetings shall be sent to the board members, who all have the right to attend the meetings.
The Committee held four meetings in 2015, one of which was a teleconference meeting. No non-attendances were recorded. Further, the Audit Committee made one decision without having a meeting.
Personnel and Remuneration Committee
The Board decided to re-establish the Personnel and Remuneration Committee on 17 March 2015, with the same charter as earlier. The members of the Personnel and Remuneration Committee are Jorma Eloranta (chair) and Annika Paasikivi.
The Personnel and Remuneration Committee shall have the following duties (charter):
- preparing the appointments of the President and CEO and the members of the Executive Committee, and the terms and conditions of their employment
- preparing matters to be brought to the Board relating to personnel, evaluation of top management and succession planning as needed
- preparation of matters pertaining to the remuneration and other financial benefits of the President and CEO and other executives
- preparation of matters pertaining to the remuneration schemes of the company
- evaluation of the remuneration of the President and CEO and the other executives as well as seeing to it that the remuneration schemes are appropriate
- reviewing the remuneration statement
- answering questions related to the remuneration statement at the general meeting.
The Personnel and Remuneration Committee held six meetings in 2015, with no non-attendances.