Committees of the Board of Directors
The Board of Directors has chosen from among its members a Nominating Committee, an Audit Committee, and a Remuneration and Appointments Committee. The Committees assist the Board of Directors by preparing pertinent matters for the Board’s consideration.
All members of the Board of Directors may take part in the meetings of the Remuneration and Appointments Committee and the Audit Committee. As the number of members serving on the Board of Directors is small and the Board meets often, it is well able to handle matters relating to supervision, appointments and remuneration while sitting in full session.
The Board of Directors may deal with matters belonging to the order of business of the Remuneration and Appointment Committee and the Audit Committee by decision of the Chairman of the Board.
Nominating Committee
The role of the Nominating Committee is to prepare for the Annual General Meeting a proposal on the number of members of the Board of Directors as well as the names of the members and the fees that should be paid to them. Since February 2007 Mr. Berndt Brunow has served as the Chairman of the Nominating Committee, with Messrs. Teppo Taberman and Sakari Tamminen serving as Committee members. The Nominating Committee convened once in 2007. All the members of the Committee attended the meeting.
Audit Committee
The role of the Board of Directors’ Audit Committee is to scrutinise the contents of the year-end financial statements and interim financial reviews and to assess the adequacy of the Group’s risk management, internal controls and internal auditing systems. The Audit Committee also deals with internal auditing reports and plans. Furthermore, the Audit Committee assesses the work of the auditor from the perspectives of quality, independence and costs, and carries out preparatory work on the election of the auditor for the Board of Directors’ consideration. The meetings of the Audit Committee shall be attended by the Company’s auditor and internal auditor as well as management representatives as and when necessary. Since April 2008 the Chairman of the Audit Committee has been Mr. Sakari Tamminen, with Mr. Juhani Mäkinen and Ms. Kristina Pentti-von Walzel serving as Committee members.
The Audit Committee convened twice in 2007. All the members of the Committee attended the meetings. The Chairman of the Committee was Mr. Sakari Tamminen, with Messrs. Berndt Brunow, Teppo Taberman and Heikki Pentti serving as Committee members. The Board of Directors, sitting in full session, dealt with matters concerning internal controls, year-end financial statements and interim financial reviews at four board meetings in 2007.
Remuneration and Appointments Committee
The Remuneration and Appointments Committee deals with matters relating to the appointment of senior executives as well their pay, rewards and benefits. Final decisions are made by the Board of Directors on the basis of the Committee’s proposals. Since April 2008 the Chairman of the Remuneration and Appointments Committee has been Mr. Teppo Taberman, with Messrs. Juhani Mäkinen and Berndt Brunow serving as Committee members.
The Remuneration and Appointments Committee convened once in 2007. All the members of the Committee attended the meeting. The Board of Directors, sitting in full session, dealt with matters concerning appointments and remuneration at five board meetings in 2007.
Updated 24.4.2008