5. Board committees
The Board has two (2) committees: the audit committee and the remuneration committee. The Board approves the committees’ working orders, which are regularly updated. The Board appoints members of the committees from amongst its own members. Each committee has at least three (3) members. The requirements of the Corporate Governance Code are complied with when appointing members of the committees.
The committees appointed by the Board assess their operations once a year.
5.1. Audit committee
The audit committee is appointed by the Board of Directors and it assists the Board. The Board has specified the duties of the audit committee in its working order in accordance with recommendation 16 of the Corporate Governance Code, in addition to which the audit committee should also assess the audit plans of the auditor and internal auditor, review the auditor’s and the internal audit reports, supervise compliance with legislation (incl. requirements set in the EU’s Audit Regulation) and with the governance principles set by the Board as well as the financial reporting process and prepare the process for the selection of the auditor.
The audit committee consisted of Esko Torsti (Chair), Juhani Järvi, Juha Majanen (until 24 May 2017) and Sanna Syri (as of 24 May 2017). The committee convened five times in 2017. The President & CEO, the CFO and general counsel participated in the committee’s meetings. In its meetings, the audit committee addressed issues such as the draft interim reports, the auditor’s reports, the internal audit’s reports on the key observations on the company’s data security, investment management and continuity management audits, the principles of internal control and risk management, and the corporate governance statement. The committee additionally prepared matters up for decision by the Board concerning the company’s financial reporting and debt programmes.
5.2. Remuneration committee
The remuneration committee is appointed by the Board of Directors and it assists the Board. The Board has specified the duties of the remuneration committee in its working order in accordance with recommendation 17 of the Corporate Governance Code. Accordingly, the remuneration committee, among other things, prepares for the Board of Directors the principles of the remuneration system applied to the executive management and other personnel. The committee also prepares for the Board, on the basis of accepted principles, a proposal concerning the remuneration to be paid to the President & CEO and other members of the executive management group. The committee furthermore prepares matters concerning the election of the President & CEO and members of the executive management group and successor planning.
The remuneration committee consisted of Juhani Järvi (Chair), Anu Hämäläinen, Juha Majanen (as of 24 May 2017) and Sanna Syri (until 24 May 2017). In 2017, the remuneration committee convened four times. The President & CEO and the Senior Vice President, HR and Communications, participated in the committee’s meetings. Topics discussed in the meetings included the remuneration systems for the executive management group and the President & CEO as well as management successor planning and deputising arrangements. The remuneration committee was also responsible for the management of the boardwork assessment process in 2017.