The Board of Directors appoints three committees from among its members: the Audit Committee, Nomination Committee, and HR Committee. These committees assist the Board of Directors by preparing and drawing up proposals and recommendations for the Boards consideration. The Board of Directors has approved the rules of procedure governing these committees.
The Audit Committee monitors and supervises Lemminkäinens annual and interim reporting processes and the statutory audit of the consolidated and parent companys Financial Statements.
The Committee monitors the adequacy and effectiveness of the Groups risk management, internal controls and internal auditing. It also handles the section of the Groups Corporate Governance Statement that describes the main features of the internal control and risk management systems for financial reporting.
The Audit Committee deals with reports and plans prepared by the internal control and internal audit units. It also assesses the independence of the statutory auditor or firm of authorised public accountants, and in particular the provision of ancillary services to the audited firm. The Audit Committee evaluates potential auditors and submits a proposal for the Board of Directors consideration.
The Audit Committee meets at least four times per annum. It comprises a Chairman and at least two members appointed by the Board of Directors. The companys auditor, internal auditor and management representatives are also invited to meetings. Members of the Audit Committee must be independent of the company, and at least one member must also be independent of the companys major shareholders. All members must be competent in the Audit Committees task domain, and at least one member must have expertise in accountancy, bookkeeping or auditing in particular.
The Nomination Committee makes preparations for the AGM by drawing up a list of proposed nominees for the Board of Directors and making a recommendation for their fees.
The Nomination Committee meets at least once per annum. It consists of a Chairman and between two and four members appointed by the Board of Directors. Members of the Nomination Committee may not have an employment or service contract with the Lemminkäinen Group.
The HR Committee handles matters relating to senior managements salaries and incentives, as well as other key terms and conditions of their service agreements. The HR Committee also deals with Group-level remuneration, incentive and retention schemes. The Board of Directors makes the final decisions on the basis of the Committees proposals.
The HR Committee meets at least once per annum. It consists of a Chairman and between two and four members appointed by the Board of Directors. Members of the HR Committee may not have an employment or service contract with the Lemminkäinen Group.
Members of Committees
Lemminkäinen Corporation's Board of Directors held its organizing meeting on 9 April 2013. The Board of Directors elected from among its members Heikki Räty to serve as the Chairman of the Audit Committee, with Juhani Mäkinen and Kristina Pentti-von Walzel serving as members. Berndt Brunow was elected to serve as the Chairman of the Nomination Committee, with Noora Forstén and Kristina Pentti-von Walzel serving as members. Berndt Brunow was elected to serve as the Chairman of the HR Committee (which deals with the matters of the former Remuneration Committee as well as with other HR topics), with Noora Forstén and Kristina Pentti-von Walzel serving as members.