Committees of the Board of Directors
The Board of Directors has chosen from among its members a Nomination Committee, an Audit Committee, and a Remuneration 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 Committee and the Audit Committee.
Lemminkäinen’s Board of Directors has approved its committees’ orders of business, in which the key tasks and working principles of the committees are defined. The committees prepare proposals and recommendations on the matters that they deal with for decision by the Board of Directors. The chairmen of the committees present these proposals and recommendations to the Board. Minutes of the meetings of the committees are kept and distributed to all the members of the Board of Directors.
The Board of Directors may deal with matters belonging to the order of business of the Audit Committee and the Remuneration Committee by decision of the Chairman of the Board.
At its organising meeting on 16 April 2010 after the Annual General Meeting, the Board of Directors elected the below-mentioned members to serve on its Committees.
Nomination Committee
The role of the Nomination Committee is to prepare for the Annual General Meeting a proposal on nominations for membership of the Board of Directors as well as the fees that should be paid to the members.
On 1 January 2009 Berndt Brunow was acting as the Chairman of the Nomination Committee, with Teppo Taberman and Sakari Tamminen serving as committee members.
The Chairman of the Nomination Committee is Berndt Brunow, with Kristina Pentti-von Walzel and Teppo Taberman serving as committee members. All the members of the committee are independent of the Company and two of them are independent of its major shareholders.
The Nomination Committee convened once in 2009. All the members of the committee attended the meeting.
Audit Committee
The role of the Board of Directors’ Audit Committee is to monitor the annual and interim financial reporting processes as well as the statutory auditing of the parent company and consolidated financial statements. In March 2010 Lemminkäinen published a Corporate Governance Statement. With regard to the content of the statement, the Audit Committee describes the main features of the internal control and risk management systems associated with the financial reporting process. The Audit Committee monitors the adequacy and effectiveness of the Group’s risk management, internal controls and internal auditing. The Audit Committee deals with reports and plans prepared for the committee by the internal control and internal audit units. Furthermore, the Audit Committee assesses the independence of the statutory auditor or firm of authorised public accountants and especially the provision of ancillary services to the audited firm. The Audit Committee carries out preparatory work on the election of the auditor for the Board of Directors’ consideration.
The Company’s auditor and internal auditor as well as management representatives attend the committee’s meetings when summoned to do so.
The Chairman of the Audit Committee is Heikki Räty, with Juhani Mäkinen and Kristina Pentti-von Walzel serving as committee members. All the members of the committee are independent of the Company and two of them are independent of its major shareholders.
The Audit Committee convened five times in 2009. All the members of the committee attended the meetings.
The members of the Audit Committee are paid an attendance fee of EUR 500 per meeting of the committee.
Remuneration Committee
The Remuneration Committee deals with matters relating to pay and rewards of senior management as well as and other key terms and conditions of their service agreements. In addition the Remuneration Committee deals with Group-level remuneration, incentive and retention bonus schemes. Final decisions are made by the Board of Directors on the basis of the Committee’s proposals.
Teppo Taberman was the Chairman of the Remuneration Committee, with Berndt Brunow and Mikael Mäkinen serving as committee members. All the members of the committee are independent of the Company and its major shareholders.
The Remuneration Committee convened three times in 2009. All the members of the committee attended the meetings.
Updated 16.6.2010