The Board of Directors has an Audit Committee and a Compensation and Human Resources Committee. The Committees’ charters are confirmed by the Board. The Committees are preparatory bodies that submit proposals to the Board on matters within their purview. Minutes are kept of the Committees’ meetings. The Committees report to the Board at regular intervals. The Committees do not have independent decision-making powers. Their task is to submit recommendations to the Board on matters under consideration.
In its constitutive meeting, held after the Annual General Meeting, the Board of Directors appoints, from among its members, the members and chairman of the Audit Committee and the Compensation and Human Resources Committee.
In addition to the Audit Committee and the Compensation and Human Resources Committee, the Board of Directors may appoint ad hoc committees for preparing specific matters. Such committees do not have Board-approved charters and the Board does not release information on their term, composition, the number of meetings or the members’ attendance rates.
The task of the Audit Committee is to enhance the control of the company’s operations and financial reporting. According to the charter, the following in particular shall be addressed and prepared by the Audit Committee:
- reviewing the consolidated financial statements and interim reports, together with the auditor
- reviewing together with the auditor any deficiencies in the supervision systems observed in control inspections and any other deficiencies reported by auditors
- reviewing any deficiencies in the control system observed in internal audit and other observations and recommendations made
- reviewing the plans of action for the control inspection and internal audit and giving recommendations to company management on focus areas for internal audits
- evaluating the appropriateness of the supervision of company administration and risk management, and reviewing changes in the principles of company accounting and external reporting prior to their introduction.
In addition, the Audit Committee’s duties include preparatory work on the decision on electing the auditor, evaluation of the independence of the auditor, taking into account particularly the effect of the provision of related services on the independence, and carrying out any other tasks assigned to it by the Board. The Audit Committee has at least three members.
The members of the Audit Committee are independent of the company and its major shareholders.
Compensation and Human Resources Committee
According to the charter, the Compensation and Human Resources Committee reviews management and personnel remuneration policies and issues related to management appointments, and makes proposals on such matters to the Board of Directors. The Committee’s responsibilities include:
- Developing and monitoring effective compensation principles that promote achievement of the goals of the company
- Making proposals to the Board on compensation and incentive schemes for management and other key personnel
- Evaluating performance management, succession planning and talent development processes and programmes
- Considering and preparing appointments of top management to be decided by the Board. Supporting and advising the President & CEO in the appointments of the Group Management Team
- Monitoring and evaluating the performance of the President & CEO
- Monitoring and evaluating the performance of the members of the Group Management Team based on the CEO´s proposal
The Compensation and Human Resources Committee has three members. The members of the Compensation and Human Resources Committee are independent of the company and its major shareholders.