Committees of the Board of Directors
The Board of Directors may establish specific committees to assist the Board of Directors in the preparation and performance of the Board of Directors’ duties and responsibilities and determine their sizes, compositions and tasks. The Board of Directors has established the following two committees: the Audit Committee and the Remuneration Committee. The Board of Directors has adopted written charters for each committee setting forth the purposes, composition, operations and duties of each committee as well as the qualifications for committee membership. The Board elects the members and the chairman of the committees from among its members.
In addition to the Audit Committee and Remuneration Committee, the Board of Directors may appoint ad hoc committees for the preparation of specific matters. The Board of Directors normally does not approve charters for such committees or release information on their term, composition, number of meetings or the members’ attendance rates.
The committees of the Board of Directors do not have independent decision-making authority in matters within the purview of the Board of Directors, but they assist the Board of Directors by preparing such matters. The committees of the Board of Directors shall regularly report on their work to the Board of Directors.
The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities of the company’s financial reporting process and in monitoring the statutory audit of the company and to assist the Board of Directors in its oversight of matters pertaining to financial reporting, internal control, internal audit, risk management and related party transactions, and by making proposals on such matters to the Board of Directors. In addition, the duties of the Audit Committee include, among other things, preparing the election of the auditor, the evaluation of the independence of the auditor and, in particular, the provision of non-audit services they offer to the company and carrying out other tasks assigned to it by the Board of Directors. Among its other duties, the Audit Committee monitors the efficiency of internal control, internal audit and risk management, and monitors the audit process.
The Audit committee consists of at least three members. The members of the Audit Committee may not take part in the daily management of the company or the Group and a majority of the Committee members must be independent of the company, and at least one Committee member must be independent of the company’s significant shareholders.
The Audit Committee as a whole must have the expertise and experience required for the performance of the duties and responsibilities of the Audit Committee. Without limiting the applicable requirements, desirable qualifications for Audit Committee members include appropriate understanding of accounting practices and financial reporting, gained through education or experience in performing or overseeing related functions. At least one Audit Committee member must have competence in accounting or auditing, and the Audit Committee members as a whole must have competence relevant to one or several of the sectors in which the company operates.
The Chairman of the Audit Committee convenes the meetings of the Audit Committee. The Chairman, in consultation with the Audit Committee members determines the meeting schedule and frequency annually and, at the same time, prepares an annual meeting schedule on the primary matters to be considered at each meeting. As a general rule, the Audit Committee convenes at least four times per year.
Reijo Tauriainen serves as the Chairman of the Audit Committee and Petri Salonen, Jens Umehag and Matthew Hallam serve as members of the Audit Committee.
The Remuneration Committee assists the Board of Directors with its responsibilities relating to the evaluation and monitoring of the remuneration of the CEO and other members of the Leadership Team and the preparation of the remuneration policy and remuneration report of the company’s corporate bodies as well as monitors the company’s remuneration policies, schemes and plans. It also assists the Board of Directors in connection with possible major management reorganisations based on preparation and proposals by the CEO. The Remuneration Committee also identifies individuals qualified to serve as the CEO and other members of the Leadership Team of the company and prepares the appointments and plans the successions related thereto.
The Remuneration Committee consists of at least three members appointed by the Board of Directors for a term ending at the end of the Annual General Meeting following their appointment. The majority of the members of the Remuneration Committee shall be independent of the company and the CEO or any executive director of the company shall not be appointed to the Remuneration Committee. The Remuneration Committee members must have the expertise and experience required for the performance of the duties and responsibilities of the Remuneration Committee. Desirable qualifications for members of the Remuneration Committee include experience in business management, corporate governance, human resources management, and executive remuneration and employee benefits.
The Remuneration Committee establishes its own schedule and annual agenda, and it shall meet as frequently as necessary to carry out its responsibilities under its charter and, in any case, at least two times per year.
Petri Salonen serves as the Chairman of the Remuneration Committee and Ingo Ramesohl and Anders Torstensson serve as members of the Remuneration Committee.
Shareholders’ Nomination Board
The EGM resolved to establish a Shareholders’ Nomination Board consisting of major shareholders of the company or persons appointed by such shareholders, for preparing, annually and otherwise when appropriate, proposals concerning the composition, election and the remuneration of the members of the Board of Directors of the company. The Nomination Board will be established and the charter of the Nomination Board will enter into force upon the Board of Directors having made the decision to complete the Listing. The Nomination Board will operate and the charter of the Nomination Board will apply until otherwise resolved by the General Meeting.
The Nomination Board consists of three natural persons nominated by the shareholders. The members of the Nomination Board shall represent the company’s three largest shareholders who (i) represent the largest number of votes out of all shares in the company on the first banking day of September each year (the “Assessment Day”) as determined on the basis of the shareholder register of the company maintained by Euroclear Finland, and (ii) wish to nominate a member to the Nomination Board. If two or more shareholders have the same number of shares and cannot all have the right to nominate one of the members of the Nomination Board, the right to nominate is determined by the drawing of lots among such shareholders by the Chairman of the Board of Directors.
The Chairman of the Board of Directors acts as an expert member in the Nomination Board. The Chairman of the Board of Directors is not an official member of the Nomination Board and does not have any voting right, but he/she has the right to attend the meetings of the Nomination Board and receive the relevant material for such meetings. It is the duty of the Chairman of the Board of Directors to ask each of the three largest shareholders to nominate one member to the Nomination Board. If a shareholder does not wish to exercise his or her right to nominate a member to the Nomination Board, the nomination right will be transferred, in accordance with the shareholder register, to the next largest shareholder who would not otherwise be entitled to nominate a member to the Nomination Board.
If a shareholder who would have the obligation to notify the company of certain changes in shareholding under the Finnish Securities Markets Act (flagging obligation), presents a written request directed to the Board of Directors at the latest on the Assessment Day, the holdings of a corporation or a foundation controlled by such shareholder or such shareholder’s holdings in several funds or registers will be combined when calculating the nomination right. A holder of nominee-registered shares will be taken into account when determining the composition of the Nomination Board if the holder of nominee-registered shares presents a written request concerning the issue directed to the Board of Directors at the latest on the Assessment Day.
Each shareholder entitled to nominate a member to the Nomination Board shall endeavor to elect a person who has the qualifications and experience necessary to meet the responsibilities and duties of the Nomination Board. The term of the members of the Nomination Board shall end upon the appointment of the following Nomination Board in accordance with the charter of the Nomination Board.
In deviation from the Assessment Day set out above, for the purposes of the Annual General Meeting to be held in 2020, the Assessment Day shall be the first banking day of January 2020.